Board of Trustees Meeting Minutes - 21 March 2019 [Archived]

Teleconference

Attendees:

• Paul Andersen, Chair
• Bill Sandiford, Vice Chair
• Dan Alexander, Trustee
• Nancy Carter, Treasurer
• John Curran, President & CEO
• Regenie Fraser, Trustee
• Patrick Gilmore, Trustee
• Peter Harrison, Trustee

ARIN Board Secretary & General Counsel:

• Stephen M. Ryan, Esq.

ARIN Staff & Scribe:

• Richard Jimmerson, COO

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 called for any comments on the Agenda. There were no comments.

2. Consent Agenda

• Approval of the Minutes of 16 & 17 January 2019. (Exhibit A)
• ARIN Tax Year 2018 Compliance Update. (Exhibit B)
• ARIN Strategic Planning Process.
• Actions taken without a meeting – Confirmation of Advisory Council volunteers on the following ARIN Board committees:
  • On 26 January 2019, the ARIN Board of Trustees appointed Advisory Council member, Amy Potter, to the ARIN Mailing List Appropriate Use Committee. Each Trustee consented in writing to this action.
  • On 30 January 2019, the ARIN Board of Trustees reappointed Advisory Council member, Alison Wood, to the 2019 Fellowship Selection Committee. Each Trustee consented in writing to this action.

It was moved by Bill Sandiford and seconded by John Curran, 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. ARIN Election Process Update

The Chair reminded the Trustees of the previous discussion of this topic at their face-to-face meeting in January. He indicated that the current, updated draft for the election process reflects those discussions, and he opened the floor for comment.

The President indicated that he had updated the document with nominal edits, adhered to the Bylaws, and attempted to address lessons learned from last year, in order to streamline the work of the Nominations Committee (NomCom) for this year. The President further noted that there may be a need for more substantial edits in future versions, but he did not believe they are needed this year, nor would that have a negative impact on this year’s election.

Dan Alexander described the flow of the process last year noting some issues with regard to interviews. He recommended, for example, that not every candidate needs, or should have, an interview. He noted that there was a general discussion that had included comments from all of the Board members on the topic of interviews, and how the timing of interviews and background checks for candidates operated.

Discussion ensued among the Board. Following the discussion, the Chair noted there was no consensus to move forward on this item today. He noted that there was agreement to continue the background checks for candidates who might be slated. The Chair asked about the desire to have flexibility regarding interviews. There was a mix of support between having flexibility and ensuring all potential candidates were interviewed.

The Chair asked that the election process be updated by the President and Counsel, with a straw-man to be brought to the Board’s list for more discussion and review prior to the Board’s meeting in April.

The Chair tabled this item in the interest of time, to continue with the remaining agenda items.

4. ARIN General Counsel Update

Counsel provided an attorney-client privileged, work-product briefing to the Board on current legal matters, and received a Board assignment concerning an upcoming issue to report on at the April Board meeting.

5. ARIN CFO Update

The President provided a report on the hiring plan and job description for the CFO position. There was some discussion and clarification, and the Chair thanked him for the report. The Chair directed the President to proceed consistent with the documents.

6. ARIN Grants Program

It was moved by John Curran, and seconded by Regenie Fraser, that:

“The ARIN Board of Trustees approves the ARIN Grant Program, as presented.”

The Chair called for discussion. The Chair stated that he believed that the President delivered what the Board had requested, and that he supported the program as drafted. However, he further stated that he will vote against the motion. The Chair explained that since August 2018, when the Board issued direction to undertake this program, the company’s financial situation was changed by the decision to hire a CFO mid-year; and, he would like further consideration of the financial impact of that decision before the Board voted to approve the ARIN Grant Program. Discussion among the board questioned putting off a program that was agreed to in the strategic planning meeting of the Board in 2018, which was subsequently approved for funding during the 2019 budgeting process. The President indicated that if the Board waited until April, it would not prevent ARIN from delivering the program in 2019; and, staff could prepare a financial impact analysis of the unbudgeted addition of a CFO mid-year 2019, to help the Board with their decision in April on this item.

The Chair agreed to hold the decision on the Grant Program until more information is available in April. The motion was tabled until that time.

7. Adjournment

The Chair entertained a motion to adjourn at 2:03 p.m. EDT. Bill Sandiford moved to adjourn, seconded by Nancy Carter. The meeting adjourned with no objections.