Committee and Working Group Charters

Charter for the Audit Committee

1.0. Purpose

The Audit Committee shall assist the Board in providing oversight of the financial audit process.

2.0. Composition of the Committee

The Committee shall consist of three members from the Board of Trustees, one of whom shall serve as the committee chair. No members of the Finance Committee may serve as members of the Audit Committee.

The Treasurer, the President, and the COO may serve the committee in an advisory capacity as observers.

The members of the Audit Committee shall be appointed by the Board of Trustees at its first business meeting of each calendar year. Members may serve successive one year terms as long as they continue to meet the selection criteria. Vacancies on the Committee during the term shall be filled in the same manner as the regular selection process.

At the end of each year, the Audit Committee shall review its charter and its performance as a Board committee. Any recommendations from this review shall be reported to the full Board for their consideration.

When requested, the General Counsel will provide advice to the Audit Committee.

3.0. Scope of Responsibilities

The Committee shall have responsibility for oversight of the financial audit process. The Committee may:

  • Hire and fire financial auditors;
  • Review the financial auditor report;
  • Receive copies of all correspondence between financial auditor and ARIN, directly from the auditor;
  • Receive a copy of the financial auditor’s comments and adjustments, directly from the auditor;
  • Meet with financial auditors directly;
  • Present the financial audit report to the Board of Trustees, for their acceptance;
  • Hire outside, independent experts for opinions on financial audits and ARIN’s books as needed.

Charter for the Compensation Committee

1.0. Purpose

The ARIN Bylaws (including Article VI, Section 3) specifies the basic duties of the ARIN Compensation Committee.

2.0. Composition of the Committee

The Committee shall consist of Board Chairman along with two elected members of the Board. The Compensation Committee shall be composed of the Board Chairman, the Treasurer (provided he or she is a member of the Board, otherwise it shall be the Finance Committee Chair), and one additional member. The third Trustee shall be appointed to the Committee by the Board of Trustees at its first business meeting of the year.

The ARIN Director of Human Resources and Administration shall serve in an advisory capacity to the Committee as well as the ARIN General Counsel when requested.

3.0. Scope of Responsibilities

The Compensation Committee shall be responsible for development and retention of ARIN’s President including the negotiation and presentation of the President’s contract and compensation package to the ARIN Board of Trustees for approval when necessary. Additionally, the Compensation Committee shall determine the President’s annual bonus within the Board approved bonus range. The employment contract shall set forth the compensation structure for the President and the terms and conditions of the President’s employment.

The Committee shall review and approve annual performance objectives for the President, and shall annually review the President’s performance against such objectives as well as the reasonableness and appropriateness of his or her compensation and benefits in relation to the marketplace. The Committee may as necessary review and approve ARIN’s overall compensation philosophy and practices in light of industry standards.

At the end of each year, the Compensation Committee shall review its charter and its performance as a Board committee. Any recommendations from this review shall be reported to the full Board for their consideration.

The Committee’s communications and deliberations shall be kept private and confidential.

Charter for the Finance Committee

1.0. Purpose

The Finance Committee is responsible for consulting with the President on the corporation’s financial policies and controls; and for reviewing, making recommendations and ensuring the soundness of the corporation’s Investment Policy and its implementation.

2.0. Composition of the Committee

The Committee shall consist of the Treasurer and three other members from the Board of Trustees. The Treasurer shall serve as the Committee Chair. The President shall serve as a non-voting ex-officio member of the Committee. The COO/or similar role will serve as a committee-liaison in an advisory capacity.

The Board of Trustees, at its first business meeting of each calendar year, shall appoint the Trustee representatives. Members may serve successive one-year terms as long as they continue to meet the selection criteria. Vacancies on the Committee during the term shall be filled in the same manner as the regular selection process.

When requested, the General Counsel will provide advice to the Finance Committee.

3.0. Scope of Responsibilities

The Committee has responsibilities in two overall areas: Finance and Investment. The Committee shall report to the Board regarding actions taken in fulfilling these responsibilities.

At the end of each year, the Finance Committee shall review its charter and its performance as a Board committee. Any recommendations from this review shall be reported to the full Board for their consideration.

3.1. Financial Responsibilities

The Committee shall:

  • Periodically review ARIN’s fee structure and make recommendations to the Board on any fee changes, if necessary;
  • Review ARIN draft Budget materials;
  • Have the specific duty to review any financial support from ARIN for outside organizations;
  • Provide advice to the CEO regarding activities that would result in changes to the IRS Form 990; and,
  • Review ARIN draft IRS Form 990.

3.2. Investment Responsibilities

  • Make recommendations to Board as needed for hiring and firing of the investment consultant;
  • Oversee the work and assess the performance of investment advisors;
  • Receive quarterly reports of investment plan performance;
  • Review the investment performance on, at least, an annual basis; and,
  • Recommend changes to the plan, when necessary, which may include, but not be restricted to, the following:
    • New allocation of monies between the funds;
    • Change the percentages in the funds among the asset classes;
    • Change the investment consultant; and,
    • Direct changes to individual investments, as required.

Charter for the Mailing List Acceptable Use Policy (“AUP Committee”)

1.0. Purpose

The Advisory Committee to the President on the Mailing List Acceptable Use Policy is responsible for reviewing alleged AUP violations and advising the President on proposed courses of action to ensure the decisions are sound and consistent with described procedures.

2.0. Composition of the Committee

ARIN General Counsel shall serve in an advisory capacity to the Committee.

The Committee shall be composed of the following members:

2.1. One elected member from the ARIN Board of Trustees. The Trustee Representative shall be appointed by the Board of Trustees at its first business meeting of the year.
2.2. One member of the ARIN Advisory Council (AC). The AC Representative shall be appointed by the ARIN Board of Trustees.
2.3. One member in good standing from the ARIN General Membership. The General Member Representative shall be appointed by the Board. If needed, a volunteer pool may be compiled by ARIN Staff following a general call for volunteers to the appropriate ARIN mailing list(s) and confirmation of the Member’s eligibility.

The Trustee representative shall chair the meetings. Members may serve successive one year terms as long as they continue to meet the selection criteria. Vacancies on the Committee during the term shall be filled in the same manner as the regular selection process.

3.0. Scope of Responsibilities

Whenever possible, the President of ARIN shall consult with the Committee prior to taking action pursuant to the Mailing List AUP. The President shall notify the Committee of actions taken in exigent circumstances without Committee consultation. The Committee shall advise the President of its determination regarding alleged AUP violations and any sanction recommendations in light of the policy and/or enforcement procedures. The Committee may recommend changes to the policy and/or enforcement procedures as the Committee feels are needed.

All Committee communication shall be kept private. The Committee shall promptly make its recommendations to the President. Any Committee member may also submit advice to the President individually.

Charter for the 2019 Nomination Committee (NomCom)

1.0. Purpose

The ARIN 2019 Nomination Committee (NomCom) shall be responsible for identifying, recruiting, and assessing candidates standing for election to the ARIN Board of Trustees and the ARIN Advisory Council, in accordance with the ARIN Bylaws and the ARIN Election Processes.

2.0. Composition, Selection, and Term of the Committee

2.1. The NomCom shall be composed of members as specified in the Bylaws, Article VI, Section 3(a)(2); and Article VIII, Section 2(a):

  1. The NomCom shall include two members from the ARIN Board of Trustees, appointed by the Board. One of the Board members shall be appointed Chair of the NomCom.
  2. The President shall not be a member of the NomCom, but will designate a staff member to provide reasonable administrative support to the NomCom. When requested, the ARIN General Counsel will provide advice to the NomCom Chair.
  3. The NomCom shall include five individual representatives from the General Membership who shall be appointed by the NomCom members specified in 2.1.a.
  4. The General Membership representatives may include up to two (2) serving Advisory Council members.
  5. No person may have served as a member of the NomCom and be a Candidate for election in the same year.

2.2 The NomCom shall preserve the confidentiality of its deliberations. All NomCom members are required to sign a current ARIN Non-Disclosure Agreement prior to serving.

2.3 The NomCom concludes upon announcement of the election results. Upon conclusion, the NomCom Chair shall review the Committee’s charter and its performance. Any recommendations from this review shall be reported to the full Board for their consideration.

3.0. Scope of Responsibilities

The NomCom identifies, recruits, and assesses each candidate nominee’s suitability for serving on the ARIN Board of Trustees and the ARIN Advisory Council. The NomCom reviews and finalizes questionnaires to be used in this assessment of nominees. Based on information provided by each nominee in their questionnaire and any additional information sought or obtained by the NomCom, the NomCom creates the initial slates for each election (Board of Trustees and ARIN Advisory Council) that are composed of suitable candidates. The NomCom also assesses the suitability of petition nominees.

3.1. Nominee Evaluation Process

The NomCom shall conduct an evaluation process as guided by the Bylaws and Election Processes:

  1. The NomCom shall use the completed nominee questionnaires to identify candidates who will be considered for inclusion on the initial election slates.
  2. Those identified candidates for the Board of Trustees shall have their qualifications verified utilizing public sources and third-party services in confidence.
  3. Those identified candidates for the Board of Trustees shall be offered the opportunity to be interviewed. The format of those interviews shall be at the discretion of the NomCom and may involve the use of a third-party service.
  4. At any time during the process the NomCom Chair may contact a nominee to gather additional information if needed for proper evaluation.
  5. The NomCom shall not exclude an eligible nominee from a candidate slate based on constructive criticism of ARIN policies, Board, Management, or Staff.
  6. In order to participate in the NomCom evaluation process and be included in the initial slate of candidates, a nominee must be eligible as required by ARIN Bylaws Article VIII, Section 1(b).

3.2 Election Slate Development

Based on all relevant information gathered in the evaluation process, the NomCom shall determine which nominees are to be put on the Initial candidate slates. The NomCom shall present to the President of ARIN its set of eligible candidates for each election (Board of Trustees and ARIN Advisory Council), and certify that these initial election slates were developed in accordance with this charter and the ARIN Election Processes. These are the initial candidate slates and are subject to further additions via the election petition process that follows the NomCom slate development process.

The number of candidates placed by the NomCom on the initial Board of Trustees election slate shall exceed the number of open positions by at least one (1) candidate and be a maximum of six (6) candidates. The Board election slate shall include a minimum of one (1) non-incumbent candidate.

The number of candidates placed by the NomCom on the initial Advisory Council election slate shall exceed the number of open positions by at least one (1) candidate, and shall include no more than twice the number of candidates as there are open positions.

3.3 Petition Candidate Assessment

The NomCom shall also review and assess the suitability of any petitioners who seek addition to an ARIN election ballot and have not already been assessed by the NomCom. Those who express intent to petition shall be provided the respective nominee questionnaire for completion within 3 calendar days. Petition nominees who provide a complete questionnaire will be evaluated per 3.1 Nominee Evaluation Process above.

For petition nominees who do not provide a completed questionnaire or who are found by the NomCom to be not suitable for the position sought, the NomCom Chair will prepare, in consultation with the ARIN General Counsel, an explanatory statement of the relevant factors regarding that petition nominee’s lack of suitability for office. ARIN will provide this statement to the petition nominee, and this statement may be disclosed publicly by the nominee at their discretion or by ARIN subsequent to the petitioner’s successful petition and inclusion on the respective ballot.

4.0 Board Guidance to the NomCom

  1. To assist the NomCom in carrying out its duties, the Board shall provide written guidance to the NomCom regarding the skills and experience that the Board feels would assist in effective governance of ARIN. This guidance shall be published on the ARIN website.