Board of Trustees Meeting Minutes - 23 March 2018 [Archived]

Teleconference

Attendees:

• Paul Andersen, Chair
• Bill Sandiford, Vice Chair
• Dan Alexander, Trustee
• Nancy Carter, Treasurer
• John Curran, President & CEO
• Patrick Gilmore, Trustee
• Aaron Hughes, Trustee

Note Taker:

• Therese Simcox

ARIN Staff:

• Nate Davis, COO

ARIN Counsel:

• Stephen M. Ryan, Esq.

1. Welcome & Agenda Review

The Chair called the meeting to order at 1:02 p.m. EDT. The presence of a quorum was noted. The Chair reviewed the agenda with the Board and called for any comments. There were no comments.

2. Approval of the Board Minutes of (Exhibit A)

It was moved by Aaron Hughes, and seconded by Bill Sandiford, that:

“The ARIN Board of Trustees approves Board Minutes of 16 February 2018.”

The Chair called for discussion. There were no comments.

The motion carried with no objections.

3. ARIN Board Appointment Process

(Exhibit B)

The Chair stated this item and item 4 are related and this item is the process to be established and used going forward for use by the Committee proposed in item 4. The President presented a slide deck to the Board on the appointment process.

Counsel joined the call at this time (1:07 p.m.).

It was moved by John Curran, and seconded by Aaron Hughes, that:

“The ARIN Board of Trustees adopts the proposed ARIN Board Appointment Process.”

The Chair called for discussion. Aaron Hughes stated he liked the idea and suggested that a time restriction be added for when the list needed to be forwarded to the Board. The Chair agreed, but further stated he wanted to let the Committee suggest a reasonable timeframe.

The President mentioned that the reason for the appointment (e.g. skill set, geographic diversity, etc.), and the time of year the appointment is made, may affect the Committee’s timeline and response.

Dan Alexander pointed out that this item is limited to the Board appointing an additional Board member, and that Board vacancies are filled in a different manner. The Chair stated that was correct, and that Board vacancies are filled on a case-by-case basis.

The motion carried with all in favor.

4. Caribbean Board Representation

It was moved by Paul Andersen, and seconded by Bill Sandiford, that:

“Resolved, the ARIN Board of Trustees recognizes the need to improve Board diversity with regard to Caribbean background, and hereby appoints ___, ___, and ___, with ___ as Chair, to a special “2018 Appointment Candidate Committee” that shall be charged with recruiting, reviewing, and recommending candidates for appointment to the ARIN Board, per the ARIN Board Appointment Process, to address this concern.”

The Chair called for discussion. The Chair suggested to use the process now and inform candidates that they are seated for the remainder of this year and another year, barring any issues, giving them a year and half to be in the role. Bill Sandiford was in agreement.

Aaron Hughes stated for the record and disclosure that it is an election year, and it is beneficial to the Chair and himself, as incumbents, to have Caribbean appointments and wanted that to be known.

The President stated that anyone the Board appoints might want to run in the upcoming election for a three-year term. If their appointment runs past the end of 2018, it gets somewhat confusing to the electorate and thus, the President prefers any appointment to be through the end of the calendar year.

The Chair stated the Board would let the candidate know they can only be appointed for one year.

The President explained that he envisioned the appointment process to be used due to a material gap in Board composition. Thus, he was not, in general, a ‘fan’ of appointments; and, now that a process had been adopted, he preferred that the Board save its use until clearly needed. He was not convinced the Board needed it at this time, but he was not opposed to proceeding if the Board chooses to do so.

The Chair stated the issue was raised by the community as a matter of concern and the Board has been delayed due to not having a process in place.

Bill Sandiford agreed and believed the time has come to make use of the process. He noted that the Board cannot appoint someone for more than one year. He suggested that if the Board moves forward per the Bylaws, it could continue to re-appoint for what would be a normal three-year term. This addresses Aaron’s concern about a candidate running for election.

The Chair noted the matter was a bigger discussion to be further discussed when there is more time. He asked for a sense of the Board if there should be an appointment at this point, putting aside process and metrics.

Dan Alexander stated he was inclined not use the process at this time, and to wait until there is an expertise or specialty gap that needs to be addressed. He pointed out that the Board already decided to put a consultation out to the community on expanding the size of the Board, and he believed conducting an appointment as well may confuse the issue.

Patrick Gilmore stated he did not feel a need for an appointment at this time, but that he was not against it.

Nancy Carter agreed with Dan’s comments.

The Chair stated that it is an issue that has been discussed for a while. He proposed that the Board only start the process, and that the issue of term length did not need to be addressed at this time. It can be discussed with the candidate(s).

The Chair asked for volunteers for the motion. Bill Sandiford volunteered. Aaron Hughes stated he is willing, but not in an election year. Patrick Gilmore agreed, stating that did not believe that Board members standing for the next election should be on the Committee. Patrick therefore volunteered, as he is not up for election. Dan Alexander stated he would volunteer, but likely vote against the motion.

The Chair stated he wanted a motion on the table to vote upon, so that the Board can further discuss it.

The Chair re-stated the motion in full:

“Resolved, the ARIN Board of Trustees recognizes the need to improve Board diversity with regard to Caribbean background, and hereby appoints Patrick Gilmore, Dan Alexander, and, Bill Sandiford, with Bill Sandiford as Chair, to a special “2018 Appointment Candidate Committee” that shall be charged with recruiting, reviewing, and recommending candidates for appointment to the ARIN Board per the ARIN Board Appointment Process to address this concern.”

The Chair called for discussion. Bill Sandiford stated that the Board owed it to community to look into the matter. The community has asked the Board to do so.

The Chair stated that he was strong proponent as it has been a long-time issue within the community, and the Caribbean is a key part of our region. Their viewpoint would be useful. The Board has twice discussed the matter of expanding the Board’s size. We are not talking about a large expense or a larger Board, as this is an ‘appointment’. The Chair believed it has come time to solve this problem and he urged the Board to support the motion.

The motion carried with five in favor, one against (Dan Alexander), and one abstention (John Curran).

5. Revisions to the Fellowship Selection Committee Charter

(Exhibit C, Exhibit D)

The President reviewed the redlined copy of the Charter with the Board. He stated there were three additional corrected typographical errors sent before this meeting to the Board’s mailing list. Nancy Carter stated she had additional, minor typographical errors that she would send to the President after the Board was done with discussion, noting that they were not substantive in nature. The Chair and President agreed to that.

The President stated that if someone from the community wanted to chair the Committee, that the Board can appoint that person. Bill Sandiford noted an issue of participation from members-at-large, where at least one of them agree to be on the Committee but do not participate very often. He was unsure if there was a way to remedy that problem. The Chair stated that if that happened, it be brought to the Board’s attention. If someone needs to be discharged and a replacement needed to be found, the Board can do so.

It was moved by John Curran, and seconded by Bill Sandiford, that:

“The ARIN Board of Trustees adopts the revised Fellowship Selection Committee Charter.”

The Chair called for discussion. There were no further comments.

The motion carried with all in favor.

6. Revisions to the ARIN Participants Expected Standards of Behavior

(Exhibit E, Exhibit F)

The President stated ARIN had a written Standard of Behavior for attendees at ARIN events. It was brought to his attention that the document was not perfectly clear regarding matters of sexual harassment. Therefore, the document has been updated. The President reviewed it with the Board explaining that it now makes clear that ARIN will not tolerate harassment of any form, and specifically what sexual harassment is and that it is not allowed. He asked the Board to adopt the revised document, and stated that it does get included in the Discussion Guide that is included in ARIN meeting attendee packets.

It was moved by John Curran, and seconded by Aaron Hughes, that:

“The ARIN Board of Trustees adopts the revised ARIN Participants Expected Standards of Behavior.”

The Chair called for discussion. There were no comments.

The motion carried with all in favor.

7. Adoption of the 2018 Nominations Committee Charter

(Exhibit G, Exhibit H)

The Chair explained that he and Counsel and the President have been working on a revised Charter; however, this version of the Charter has only minor changes. He stated that the Board needs a more strategic discussion regarding governance as a whole and needs to come to agreement on composition and skill sets for a larger Board which would be discussed at the Board’s August workshop. This version of the Charter has lighter revisions at this time.

The President agreed that the changes are modest and reviewed them with the Board.

It was moved by Aaron Hughes, and seconded by Nancy Carter, that:

“The ARIN Board of Trustees adopts the 2018 Nominations Committee Charter.”

The Chair called for discussion. Nancy Carter noted that in 3.1 c, there is an assumption that the number of candidates will be a certain number – if the Board expands it would need to be changed. The Chair agreed and acknowledged that item.

The motion carried with all in favor.

8. Seat Nomination Committee

The Board needs to appoint two Board Members to serve on the 2018 Nomination Committee (NomCom), one of which will serve as the Chair of the Committee.

It was moved by Bill Sandiford, and seconded by Patrick Gilmore, that:

“Resolved that, the ARIN Board of Trustees appoints Board members Nancy Carter, and Dan Alexander to serve on the 2018 Nomination Committee (NomCom), with Dan Alexander to serve as Chair.”

The Chair called for discussion. There were no comments

The motion carried with all in favor.

9. Appoint Non-Candidate Board Member to Confirm President’s List of Eligible Voters.

The Board needs to appoint this positon, per ARIN’s Bylaws, Article VIII, Section 4(a). Note the following Board members terms that expire this year are: Paul Andersen and Aaron Hughes.

It was moved by Aaron Hughes, and seconded by Nancy Carter, that:

“Resolved that, the ARIN Board of Trustees appoints Bill Sandiford to confirm the President’s List of Eligible Voters for the 2018 ARIN Elections.”

The Chair called for discussion. There were no comments.

The motion carried with all in favor.

10. Appoint Non-Candidate Board Member Election Vote Counter

The Board needs to appoint a non-candidate Board member to count votes, in conjunction with the President and General Counsel, per ARIN’s Bylaws, Article VIII, Section 4(c). Note the following Board members terms that expire this year are: Paul Andersen and Aaron Hughes.

It was moved by Nancy Carter, and seconded by Aaron Hughes, that:

“Resolved that, the ARIN Board of Trustees appoints Bill Sandiford to be the Election Vote Counter for the 2018 ARIN Elections.”

The Chair called for discussion. There were no comments.

The motion carried with all in favor.

11. ARIN Board Member Job Requirements

The Chair stated this is an informational item. He stated that he and the President are working on a document which will be circulated to the Board by the next Board meeting in April.

12. Legal Update

Counsel provided an attorney-client privileged brief to the Board on ARIN legal matters. The Chair thanked the President and Counsel for their work.

13. ARIN COO Position

The President stated that Nate Davis will be retiring at the end of the year. Nate has been instrumental to the organization and ARIN spent many months searching for someone of equal caliber. He announced that Richard Jimmerson was chosen for the position of ARIN’s Chief Operating Officer upon Nate’s retirement. The President stated many candidates had been considered both from within ARIN and from outside of ARIN. Richard will be shadowing Nate for the rest of the year. Richard is very familiar with and quite capable of supporting ARIN. The President stated that ARIN will not be back-filling the CIO position that Richard currently holds, as Richard will be able to handle that function as COO. He noted that Richard will be added to the Board’s mailing list.

The Chair wished Richard best wishes on his new position.

14. Any Other Business

The Chair called for any other business. There were no comments

15. Adjournment

The Chair entertained a motion to adjourn at 2:01 p.m. EDT. John Curran moved to adjourn, seconded by Bill Sandiford. The meeting adjourned with no objections.