Board of Trustees Meeting Minutes - 09 November 2018 [Archived]

Teleconference

Attendees:

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

Scribe:

• Therese Simcox

ARIN Staff:

• Nate Davis, COO
• Richard Jimmerson, CIO

ARIN Counsel:

• Stephen M. Ryan, Esq.

2019 Board Observers:

• Regenie Fraser – 2019 Board-Elect
• Peter Harrison – 2019 Member-Elect

1. Welcome & Agenda Review

The Chair called the meeting to order at 1:01 EST. The presence of a quorum was noted. The Chair welcomed the Board Observers to the call, and congratulated Peter Harrison on his victory in the recent ARIN Elections.

2. Consent Agenda

• Approval of the Minutes of (Exhibit A)
• ARIN Board Action without Meeting – Confirmation of 2018 ARIN Election Results. (Exhibit B) On 13 October 2018, the ARIN Board of Trustees confirmed the results of the ARIN 2018 election process. Each Trustee consented in writing to this action.

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

“The ARIN Board of Trustees approves the Consent Agenda, as presented.”

The Chair called for comments. There were no comments. The motion carried with no objections.

3. Approval of the 2019-2020 ARIN Budget

(Exhibit C)

On Wednesday, 31 October 2018, the ARIN Finance Committee (FinCom) met to review the Draft 2019-2020 Budget. The Committee recommends Board approval of this budget, including add-ons, noting the ARIN Engineering team add-on as a permanent addition to the staff. The Treasurer stated the FinCom met a number of times since beginning of October and clarified numbers and items. The President gave a high-level overview of the slide deck.

The President highlighted the budgeted items in the slide deck and the net effect on reserves. The President stated that in 2019, it is projected there will be a net draw in the reserves, dropping from 31.28M to 30.71M. Including all optional budget add-ons, the projected reserves going forward will be 29.9M in 2019; and, 29.46M in 2020. The President then reviewed the long-term revenue history which he noted as very solid, and in the 20forecasts, the overall financials are forecasted to be net positive to reserves.

The Chair called for any questions on the overview.

Dan Alexander asked about ARIN’s ’technical debt’, (i.e. older systems that need to be retired) noting that it was not a specific line item in the budget. The President stated that there is not a specific project for phasing out ARIN’s older systems, but as new systems are developed and deployed, it helps with retiring the technical debt.

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

“The ARIN Board of Trustees approves the 2019-2020 ARIN Budget, as presented.”

The Chair asked the Treasurer if the intent is to include the two optional add-ons in this motion. The Treasurer stated affirmatively that is the intent. The President clarified that the slide deck reflect the budget with add-ons.

The Chair called for discussion. Peter Harrison stated that he noticed expenses declining from 2021 to 2023, and revenues increasing. He asked what assumptions were made for these items. The President replied that, under any other circumstance, if overall expenses were dropping, he would be suspicious. However, ARIN had a surge in development work in the past few years, and those expenses are capitalized on a five-year schedule. As capitalized development going forward is lower, the overall depreciated expense in the budget is reduced. Peter Harrison suggested that since much is capitalized, an extra slide of a balance sheet could be included to make it clearer. The President stated that that information is in the ARIN financials, and he pointed to a slide that showed the depreciation estimate.

The President thanked the Treasurer and the FinCom for their work and early and engaging assistance on the Budget. He noted the work was extremely complete, cross-checked and well-reviewed. He greatly appreciated the work being done early in the quarter. The Chair agreed and stated it was a rigorous process.

Dan Alexander asked if the President is confident ARIN can meet developmental expectations, noting it will take six quarters for a fully-revised IRR. He asked if that is considered a reasonable time-line. Aaron Hughes responded that he had approached this same issue in FinCom meetings suggesting that ARIN provide a schedule what can be delivered to the community, in terms of number of projects per year (large and small) - and then present what can be completed and what can fall off the list. The President accepted that as an action item. The President stated that going forward, ARIN will better measure projects in large and small project blocks, and better communicate this to the community with regard to ARIN’s capacity for completing these projects. He noted that the organization needs to think more of the size of its development capacity; and, it will work on this in the coming year.

The President stated that some members of the community would like ARIN to move faster, but there are others who want ARIN to be very frugal. ARIN has a variety of different customers, and needs to find a balance.

The Chair asked what process is used to make the business decision of whether to develop versus whether to integrate 3rd-party systems; and, he asked whether evaluations are being made. The President replied evaluations are indeed being made. Where it would be beneficial to use 3rd party code, the organization does so. The President noted, for example, that this was done with ARIN’s original Internet Routing Registry. However, the consequence is that 3rd-party systems can make it difficult to update over time.

The President noted that there are often trade-offs that favor ARIN developing its systems. The exceptions are really well-defined projects where staff can utilize off-the-shelf software from a responsible vendor - like Big Pulse for voting. This is a good example as staff saved effort, but staff has to live with issues as they occur with that system. The closer a project is to ARIN’s core functions, the more likely we will do it ourselves.

The motion to approve the 2019/2020 Budget Plan with all add-ons, carried unanimously, via roll call vote.

4. ARIN 401K Discretionary Contribution Memo

(Exhibit D)

The Board’s guidance regarding a 401K discretionary payment is to budget for it annually, and seek Board approval for issuance when conditions warrant.

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

“The ARIN Board of Trustees approves the 2018 401K 5% Discretionary Contribution to employees of record participating in ARIN’s 401K Plan as of December 1, 2018.”

The Chair called for discussion. Dan Alexander asked how the 5% contribution was derived, given what has been budgeted. The President stated the amount of contribution is up to the Board, however, he believed staff has earned the proposed amount, as they have achieved ARIN’s organizational goals and have had a strong performance this year. The President pointed out that it is at the discretion of the Board as to the amount of the contribution, if any.

The motion carried with six in favor, and one abstention (John Curran), via roll call vote.

In the interest of time, the Chair stated that items 5 and 6 would be suspended and either brought to the Board’s mailing list, or be discussed at the next scheduled Board meeting in December.

5. ARIN Board of Trustees 360 Review Overview

To be discussed at their next scheduled meeting in December.

6. Board Appointment of ARIN IETF Reporter for 2019-2020

To be discussed on the Board’s mailing list, or at their next scheduled meeting in December.

7. General Counsel Legal Update

Counsel stated that there was no update at this time.

8. ARIN Operations Update

The President stated that this agenda item is for reviewing any significant operational events that may have occurred. The President noted that there was an RPKI repository issue in the last month, resulting from a very large number of ROAs from a single organization which exceeded limitations on ARIN’s 3rd-party hardware encryption storage modules. As a result, ARIN’s certificate repository contained a subset of information for approximately 14 hours. The President noted that ARIN communicated the issue to its community; and, ARIN is fixing this issue on a long-term basis and will be pushing it out by the mid-December. The President noted that the issue was largely unnoticed by the community.

9. Any Other Business

The Chair thanked everyone for joining the meeting and stated that a Doodle Poll will be forthcoming to determine a date and time for a December Board teleconference.

10. Adjournment

The Chair entertained a motion to adjourn at 1:59 p.m. EST. Aaron Hughes moved to adjourn, seconded by John Curran. The meeting adjourned with no objections.