Board of Trustees Meeting Minutes - 25 November 2020

via Teleconference

Attendees

  • 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.

ARIN Staff

  • Michael Abejuela, Deputy General Counsel
  • Anne-Rachel Inné, Sr. V.P, Gov’t Affairs
  • Richard Jimmerson, COO
  • Brian Kirk, CFO
  • Therese Simcox, Sr. E.A., Scribe
  • John Sweeting, CCO

Observer

  • Tina Morris, 2021 Trustee-Elect

1. Welcome & Agenda Review

The Chair called the meeting to order at 10:04 a.m. ET. The presence of a quorum was noted. He called for any other business and noted an update from the Governance Working Group. The COO requested two items: 1) CFO update on due diligence items and, 2) announcement of a new hire. The Chair acknowledged the request. He then welcomed 2021 Trustee-Elect, Tina Morris, as an observer at this meeting.

A) Approval of ARIN Board Minutes 09 October 2020. (Exhibit A)

B) ARIN Board Action without Meeting – Confirmation of 2020 ARIN Election Results. (Exhibit B)

On 02 November 2020, the ARIN Board of Trustees confirmed by unanimous consent the results of the ARIN 2020 election process, with all Trustees consenting to the action in writing to the motion: “The ARIN Board of Trustees confirms the results of the ARIN 2020 election process.”

C) Active Board-related ARIN Consultation & Suggestion Process (ACSP) List. (Exhibit C)

It was moved by Bill Sandiford, and seconded by Nancy Carter, 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. Appointment of ARIN-Region Representative to the Number Resource Organization Number Council (NRO NC)

The Chair noted Mr. Blumberg has been in the role for two terms. Mr. Blumberg also indicated his interest to serve one more term.

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

“The ARIN Board of Trustees hereby appoints Kevin Blumberg to the NRO NC for a three-year term ending December 31, 2023.

The Chair called for any comments. The President recommended the appointment, as Mr. Blumberg has been doing a great job on the NRO NC. He stated that this is a Board appointment. It was asked if there are any statistics on the longevity of the position. The President replied that most appointed roles have served one or two terms. He believed this to be the first time for a third term appointment, and noted that appointees often subsequently run for an NRO NC elected seat. The President did not see this third term as exceptional, nor any issue.

The motion carried with no objections.

The Chair suspended the formal meeting to enter strategic discussion items at this time (10:08 a.m. ET).

4. Strategic Discussions

A) CCO Value-Added Services & Fee Harmonization Discussion (Exhibit D)

B) Caribbean Strategy Memo and Strategy Paper. (Exhibits E, F)

The Board exited the strategic discussions at 11:45 a.m. ET. In interest of time, the Chair stated that items 5, 6 and 7 will be deferred to the December Board meeting. He stated that if there were any further suggestions, to please let staff know. The President requested sending item 6 to the Board’s mailing list as the forms need to be finalized for 2021. The Chair agreed. The Chair resumed the meeting at item 8. General Counsel Update.

5. ARIN Advisory Council Support Update

Deferred to December Board meeting.

6. ARIN Board Conflict of Interest Disclosure Form Updates

Deferred to Board mailing list and December Board meeting.

7. Quarterly Reports

Deferred to December Board meeting.

8. General Counsel Update

(Exhibit M)

Counsel provided an attorney-client privileged brief to the Board on legal matters.

9. Any Other Business

The Chair called for any other business.

  • New Hire. The COO stated that they have hired an Executive Coordinator, Alyssha Holdren, to help support his and the CFO’s work, and further to provide support to the Board. He stated she would be introduced to the Board at the next Board meeting.
  • Due Diligence Update. The CFO stated a robust RFP process was conducted for both an Audit and Tax service firm and an Investment Consultant. BDO was selected for the audit and tax service, and DiMeo Schneider for the Investment Consultant. Subsequently, the CFO conducted reference checks on both firms and received favorable references on both. He stated he had confidence in both firms. The President stated that he also read the references and was very comfortable with the selected firms. The CFO further stated that the FinCom had asked for due diligence on the Investment Custodian, as DiMeo Schneider did not have a firm they typically use. Schwab was chosen to work with DiMeo Schneider and represents 70% of the firm’s business. It was noted that at the December 1, 2020 FinCom meeting, a motion will be made to accept Schwab as the Investment Custodian. It was further discussed if the Board should move to accept BDO as the Audit and Tax service. The Chair stated he will discuss it with the President and bring a motion to the Board’s list if appropriate.
  • Governance WG Update. Nancy Carter, WG Chair, stated that a report from the firm, Baker Tilly, is now final and ready to share with Board. The firm has prepared a presentation of recommendations and will circulate it to the Board and present it at the December Board meeting. Recommended implementations are intended to begin in January. Deputy General Counsel, Michael Abejuela agreed, stating that he has spoken with the firm and working with them on scheduling the presentation to the Board.
  • January 2021 Board & AC Meetings. The Board and AC are in agreement that their January 2021 meeting will be held virtually. The Chair will work with the President on the duration and schedule of the Board’s meeting.

10. Adjournment

The Chair entertained a motion to adjourn at 12:00 p.m. ET. John Curran moved to adjourn, seconded by Bill Sandiford. The meeting adjourned with no objections.