Board of Trustees Meeting Minutes - 25 March 2020
- Paul Andersen, Chair
- Bill Sandiford, Vice Chair
- Dan Alexander, Trustee
- Nancy Carter, Treasurer
- John Curran, President & CEO
- Peter Harrison, Trustee
- Catherine Middleton, Trustee
ARIN Board Secretary & General Counsel
- Stephen M. Ryan, Esq.
- Michael Abejuela, Deputy General Counsel
- Richard Jimmerson, COO
- Brian Kirk, CFO
- Therese Simcox, Sr. E.A.
- Tina Morris, Chair, ARIN Advisory Council (AC)
1. Welcome & Agenda Review
The Chair called the meeting to order at 3:05 p.m. EDT. The presence of a quorum was noted. The Chair thanked the Board for attending this meeting acknowledging the extraordinary circumstances happening around the world. The Chair welcomed Tina Morris, AC Chair, to the meeting for the discussion of item 3. He noted that there was an update to be given on the December 2019 outage that occurred, and added it to item 8.
2. Consent Agenda
- Approval of the Minutes January 22, 2020. (Exhibit A)
- Confirmation of Action without Meeting. (Exhibit B) On March 05, 2020 the Board ratified and adopted Recommended Draft Policy ARIN-2018-6: Clarify Reassignment Requirements in 126.96.36.199.1 via e-mail, with each Trustee consenting in writing to this action.
- AUP Committee Member Appointment. (Exhibit C) “The ARIN Board of Trustees appoints Amy Potter, ARIN Advisory Council member, and Joe Pace, ARIN Member in Good Standing, to the ARIN Mailing List Acceptable Use Policy Committee.”
- ARIN 2019 Tax Compliance Report. (Exhibit D)
- Minor Editorial Updates to Board and AC Travel Policies. (Exhibits E, F)
- Approval of Proposed ARIN 2020 Election Process Calendar. (Exhibit G)
- Adoption of ARIN Nominations Committee Charter. (Exhibit H)
- Approval of ARIN 2020 Election Processes. (Exhibits I, J)
The Chair noted and thanked the Board for permitting significant use of the consent agenda in order to provide more time to discuss the other items. He asked the Board if any items needed to be removed for further discussion. There were no requests to do so.
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 any comments. There were no comments.
The motion carried with no objections.
3. ARIN COVID-19 Update
A. ARIN Continuity of Operations. The President stated that ARIN has a formal response plan for the pandemic in place, and is operating according to the plan. He reviewed the four phases of the plan and stated that, as of last week, ARIN entered phase 4 in which the ARIN HQ in Chantilly is effectively closed and all ARIN travel is curtailed. He noted that there are operation and administrative processes in place to cover issues that would normally arise such as mail handling, check processing, and access to paper files. He stated that ARIN continues to operate successfully, and can do so for several months under these processes.
The President further noted that ARIN will accommodate customers who contact ARIN and seek flexibility in payment issues during the crisis, and also with customers who are unable to obtain required notarization due to in-person contact that is entailed. In that case, ARIN will defer the requirement to receive notarized documents and process most requests, but will not transfer resources on non-notarized documents.
The President thanked the Engineering Dept for keeping the infrastructure running with all employees now working remotely. He explained that ARIN has practiced remote operations as a result of past Federal and county closures, and has ample experience operating in this manner, but not at the level of magnitude nor duration that is presently underway. ARIN is now fully running via remote operation, and the infrastructure is working properly to date.
Board members expressed concern about the employees who are still seeking to access the ARIN office. Discussion ensued on which required or permitted employees need to enter the building. Board members noted that in Canada, most businesses and entities have been mandated to stay at home. The CEO and Counsel indicated that for ARIN that is not the case ‘Essential’ personnel who work for ‘essential businesses’ are legally permitted, when needed, to access physical facilities while maintaining proper health protections. ARIN operates in the communications/Internet sector, and is therefore deemed ‘essential’ by the U.S. Government’s guidelines. Of the employees who, from time to time need access to the office, the number is quite small; and, no ARIN employee is required to go to the ARIN office if they do not wish to, as alternates are available.
The Board also expressed concern for employees’ emotional well-being at this time, and asked for continued focus on this as the organization maintains operations. The President assured the Board that ARIN is giving employees enormous flexibility with regard to accommodating their individual situations.
Discussion ensued on mitigation plans in the event a co-location were to become inaccessible for needed maintenance, and it was noted that ARIN has the ability to swing services back to its HQ systems.
The Chair thanked the President for the update and requested further updates as appropriate. The President acknowledged the request.
B. ARIN 45 Public Policy Meeting Status. The Chair stated that the Board would like to direct staff on this matter, given the situation. He noted that Counsel had briefed the Board on options available that would be in compliance with the ARIN Bylaws. The Chair thanked the AC Chair for being on this call to participate in the discussion. Discussion ensued on ARIN’s readiness to hold the April PPM virtually. The COO noted that test runs have been conducted on Zoom Conferencing with video, and there were no problems encountered. He noted that ARIN has been holding large internal meetings in this manner with multiple presenters and has not encountered any issues.
Tina Morris, AC Chair, stated that the AC met last week and, although they had consensus in support of holding a virtual PPM, it is the AC’s belief that none of the policies on the docket were time critical and thus need immediate attention. The single policy regarding the grandfathering of requests during the reestablishment of the waitlist (Draft Policy ARIN-2020-2) is the only policy proposal that she could envision the community having timing concerns with, if it was delayed. Ms. Morris pointed out that, although the policy is not guaranteed to move forward, the AC wanted it discussed with the community. The Chair thanked Ms. Morris for her input.
The Chair asked the Board for their thoughts. Some thought that holding the meeting would be a good exercise and it would move the AC’s docket forward. Others felt the imperative to hold a virtual meeting at this time is minimal, and that most of the population are struggling to adjust to the changes in their lives. Attending a virtual meeting for a full day or more was seen as unrealistic, given the demands of work at home. It was further suggested to have a compressed meeting to glean some engagement from the community.
Ms. Morris noted that the AC is in support of lessening the quantity of topics to a bare minimum, and making the meeting as short as possible. She suggested the meeting could also be pushed to June or July, as there does not seem to be a requirement to hold it in April. The President agreed, noting that ARIN owes the community a timely process for updating policy. He suggested that ARIN conduct an online Public Policy Consultation (PPC) for the policies that the AC deems necessary to be considered, and to do it in two to three hours. Key presentations relative to the policy experience reports needed, or to the statistics needed, should be added. This will provide the interaction needed from the community, and it would be a better compromise to the timing of the event.
The Chair concurred and he requested a strawman indicating the desire to see a shorter meeting with only the items that the AC needs on the agenda. He advised delaying the event until late June, and to let staff find a date that does not conflict with other meetings. The Chair stated that if the Board needs to act, they will, and they will hold a meeting virtually. The Chair asked if any Board members were opposed to this concept, or if anyone had comments or concerns. There were no views expressed.
Counsel provided a brief attorney-client privileged discussion to the Board. Ms. Morris left the call at this time, thanking the Board for allowing her input. The Board expressed their appreciation for her participation. After the discussion,
It was moved by Bill Sandiford, and seconded by John Curran, that:
“Recognizing the national and international state of emergency that exists as a result of the Coronavirus epidemic, the ARIN Board of Trustees adopts the following measure per VA Non-Stock Act § 13.1-824:
For the duration of the Coronavirus public health crisis, ARIN Public Policy and/or Members Meetings will be held as determined necessary by the ARIN Board of Trustees and, to protect the health and safety of participants, meetings may be held entirely via remote participation mechanisms as deemed appropriate for compliance with public health guidelines."
The Chair called for discussion. The Chair asked if the wording of the motion is sufficiently generic, with regard to a public health crisis for any future needs, and asked when this action, if taken, would expire. The President noted that this motion will last for the duration of the emergency. When the emergency longer exists, the action will automatically expire. Until such time, the Board will make decisions on meetings and the extent of remoteness.
The motion carried unanimously, via roll call vote.
The Chair requested making a separate motion to summarize the intent for the April PPM, and called for any objections to this request. There were no objections.
It was moved by Paul Andersen, and seconded by John Curran, that:
“The ARIN Board of Trustees requests that ARIN staff postpone the April ARIN Virtual Public Policy Meeting for a date to be set in June, noting that the ARIN Advisory Council is hereby requested to recommend any critical content for the June meeting, and that the ARIN Advisory Council advise the ARIN Community that the ARIN Board will consider any policy, on a case-by-case basis, that cannot wait.”
The Chair called for discussion. There were no comments.
The motion carried unanimously, via roll call vote.
The Chair thanked the staff and the President for their flexibility in what may arise, as this an unprecedented situation. He further thanked the Board for assisting in planning a meeting not yet tried, and one that would be conducted in a way never before conducted. The President stated that staff has been quite responsive to the crisis, and that he will pass the thanks along to them, noting that folks remains enthusiastic about getting the job done.
C. Financial/Legal Aspects.
The Chair briefed the Board on the Finance Committee (FinCom) meeting held on 3/24/20. Discussion ensued on ARIN contracts currently held for future ARIN PPMs through April of 2021 in light of the Coronavirus outbreak. It was the sense of the Board that staff conduct a review of these contracts, which the President and Counsel indicated is already underway.
- ARIN Legal Update. Counsel provided an attorney-client privileged legal briefing to the Board on current ARIN legal matters.
4. Treasurer 2019 Q4 Financial Report
(Exhibits L, M, N, O, P)
The Treasurer reviewed 2019 Q4 reports with the Board. She thanked Brian Kirk, ARIN’s CFO for all of his help and stated that thus far they have had productive meetings. She noted that the FinCom has a plan for holding regular meetings and activities this year. There are two RFPs planned to be launched, and they are realigning the timing of when to do so.
The Chair welcomed Mr. Kirk to ARIN noting the peculiar time for the economy, and state of events in the world. Mr. Kirk stated he is happy to be onboard. The Board echoed the sentiment.
5. 2020 Board Guidance to the Nomination Committee
The Chair stated that a guidance document had been circulated for review via the Board’s list. Discussion ensued on the feedback received by the Board, which included questions raised, and clarifying the text. The Chair suggested that the document be revised, and a newly revised clean copy recirculated to the Board. He further suggested the document be approved via the Board’s list as an action without a meeting, in order to get the task done and submitted to the Nomination Committee in a timely manner. There were no objections to this request.
The Chair stated that feedback received from Dan Alexander contained a question on the new paragraph, and how it was created. The Chair added that several clarifications are needed on wording and moving the experience and related industry sectors to the ‘strongly recommended’ section. He added that the language concerning ARIN experience, and those who are directly involved in the ARIN process, will be clarified.
Mr. Alexander stated that in feedback he had provided, he had noted that one new sentence added for guidance is undefined and needs clarification. He was unclear on what self-assessment would be provided to the NomCom, and by whom it would be created. The Chair replied that, based on the feedback received, the NomCom has trouble with evaluating existing Board candidates and the candidates up for election. It is vague in its purpose. The Chair stated that the data could be created if desired. Collectively, the Board would have to have a difficult conversation on skill and lack of skill, and could also look to the Board 360 Review, although that is not how the review is intended. The Chair stated that the Board ask the NomCom what they are looking for, and how to address this target.
Mr. Alexander noted that it would make it easier this year to have this data for providing feedback to the NomCom. He asked if the data would come from Board documents or something that is already known, and not necessarily the review or a self-assessment, if it is well understood what the NomCom Chair is receiving. The Chair clarified that the data would have to be Board-generated.
Catherine Middleton asked if it could be done without being in the letter. She believed it may be a bit premature, and suggested that the Board Governance Working Group look at skills. She suggested that next year they may have a clearer understanding of aligning a Board assessment of skills. Ms. Middleton further suggested leaving it out of the guidance this year, but if the data is available, it can be shared outside of the guidance letter.
The Chair stated that the guidance letter is for transparency. It may end up being a rougher version this year, but it would be good input for the Board Governance WG. He noted that the NomCom may not even need it, but they have been criticized previously for not having it.
The Chair reiterated to the Board that a clean copy would be circulated, via the Board’s list, and there would be an action without a meeting. There were no objections.
The Chair noted the concern that the Board would miss something as they created the guidance from the NomCom Charter, and he and Ms. Middleton will continue to work on the Charter until completion. The Chair asked that the President circulate a clean copy to the Board’s list including a motion of approval for the Board to vote upon. The President agreed to do so.
6. ARIN Operations Update
- ARIN Quarterly Activity Metrics – Format/Content Review. (Exhibit R) Mr. Jimmerson, the COO, stated this document was sent to the Board and that their feedback was received. Staff will continue to make changes in the quarterly report. He noted that there have been staffing changes. The CFO is now onboard, and doing an excellent job, and he will help to enhance these reports. The Chair noted he had sent an email with requests in regard to content and asked if there were any concerns. The COO stated there were no concerns, and the Chair’s requests would be incorporated into reports going forward. The Chair thanked him for the information.
- Update on Reimbursements for On-call Internet & Mobile Services. The COO stated that this item was requested during the budget review in 2019. Staff had a discussion with the FinCom and the Board and noted the short period of time to get this done last year. The COO stated that this year reimbursement for Internet access services for staff has been removed. With regard to mobile service, ARIN is going to continue to reimburse mobile service for critical staff. The President explained that mobile service was reviewed for personnel who have operations responsibility, or continuity of operations responsibility.
- Update on Reason for Outage Report December 2019. The Board had asked for a brief update, acknowledging a full update will be provided in April. The COO stated that documents are forthcoming from the President. The remediation deadline is to be done by the end of 2020, and staff is working on a document to provide to the Board which shows how it will be done. The COO stated that everything is on schedule.
Peter Harrison requested that updates be provided to the Board with regard to ARIN’s interviewing process during the pandemic. The President stated it is a challenge, as interviews are best done face-to-face, and he is working with the Director of Human Resources on it.
7. Initial Fee Waiver for Non-Profits Providing Critical Internet Services
The Board discussed this item weighing the need and why, at this point in time. The President stated it has been an issue for some time, as there is a need for more exchange points all over the region and the organizations have difficulty meeting the initial fee during their organizing phase. The President recommended waiving the initial fee for such cases, as the intent of community policy to encourage exchange points to get their own number resources would otherwise be defeated. The Chair asked if data existed on this need. The President indicated that it was anecdotal at this point; it is not possible to know who abandoned the process or was otherwise deterred after reviewing the fees online.
It was the sense of the Board that the item be referred to the FinCom for discussion and recommendation to the Board. The Chair stated that, in the interim, the Board can meet on short notice if there is need to consider a specific case. The Chair stated that he would set the Board teleconference in early June either in a series or a single meeting and will work with staff on firming dates.
The Chair entertained a motion to adjourn at 5:11 p.m. EDT. Peter Harrison moved to adjourn, seconded by Bill Sandiford. The meeting adjourned with no objections.