Board of Trustees Meeting Minutes - 16 and 17 December 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
  • Alyssha Holdren, Executive Coordinator
  • 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

Guests

  • Raina Rose Tagle, Baker Tilly
  • Meghan St. George, Baker Tilly

16 December 2020

1. Welcome & Agenda Review

The Chair called the meeting to order at 1:03 p.m. ET. The presence of a quorum was noted. The Chair welcomed the Board to the call. He also welcomed Ms. Morris, and guests from the Baker Tilly consultancy to the meeting. The Chair reviewed the agenda with the Board and called for any comments. The COO requested an item for discussion regarding a note from the Advisory Council on Recommended Draft Policy 2020-3, which is on the agenda for ratification. The Chair acknowledged the request.

2. ARIN Governance Working Group (GWG) Report on Board Governance Structure and Design

(Exhibit A)

The Chair of the GWG, Nancy Carter, explained that the report was circulated to the Board, and it is the culmination of the Group’s work this year. The GWG kicked off the work in January with an RFP for a consultant, and contracted with Baker Tilly. She noted many working sessions followed, resulting in this final report.

Baker Tilly reported that their report addresses: general Board focus; strategic Board focus; community communications and understanding; Board structure and Trustee roles; Board Committee member roles; and, the Board candidate nominating process. Baker Tilly stated that it is a normal request for organizations to conduct this type of this research. It is a sign of growth, positive change, and of the evolution of an organization, and not a sign that there are any broken policy areas that need to be addressed.

The Chair stated the Board would enter a workshop session at this time (1:05 pm. ET) as the presentation was provided to the Board. The Board exited the workshop session at 1:53 pm. ET, at which time the guests from Baker Tilly left the Board meeting.

The Chair resumed the agenda at item 3, Consent Agenda.

A) Approval of ARIN Board Minutes 25 November 2020. (Exhibit B)

B) Actions Taken Without Meeting.

  • ARIN Investment Consultant & Custodian. “The ARIN Finance Committee, having received a verbal report on ARIN’s due diligence review of Charles Schwab during the November 25 meeting of the ARIN Board of Trustees, recommends that the ARIN Board of Trustees appoint Charles Schwab as Investment Custodian.”‪ ‬‬

    On December 8, 2020, the ARIN Board of Trustees unanimously consented to the following motion, with all Trustees consenting to the action in writing:‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬

    “The ARIN Board of Trustees, upon recommendations by the ARIN Finance Committee, hereby accepts DiMeo Schneider as ARIN’s Investment Consultant for its investment funds; and, further appoints Charles Schwab as ARIN’s Investment Custodian.”

  • Policy Ratifications. (Exhibits C, D, E) On November 19, 2020, the ARIN Advisory Council recommended the following policies for adoption by the ARIN Board of Trustees.

    On December 14, 2020 the ARIN Board of Trustees unanimously consented to the following motion, with all Trustees consenting to the action in writing:

    “The ARIN Board of Trustees, based upon the recommendation of the ARIN Advisory Council, and noting that the ARIN Policy Development Process has been followed in each case, adopts Recommended Draft Policies 2020-1, 2020-3, and 2020-5.”

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

The Chair stated that a discussion on Exhibit D for Recommended Draft Policy ARIN-2020-3 IPv6 Nano-allocations would take place after the motion was made.

It was moved by Bill Sandiford, and seconded by Catherine Middleton, 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.

The Chair stated that, to clarify a matter raised by the COO, the Board would discuss a note from the AC in Exhibit D.

A note provided by the Advisory Council (AC) to the Board, in the exhibit, was read: “The ARIN Advisory Council notes that the community strongly supports ‘ARIN-2020-03: IPv6 Nano-Allocation' fixing a fee issue for 3x-small ISPs which appears to provide a disincentive for IPv6 deployment. However, the community appears agnostic to favoring a fix of this issue in the fee schedule rather than in number policy; and, the AC recommends that the Board of Trustees consider fixing this issue as part of a fee schedule update rather than via policy. This policy has completed a successful policy development process for ‘ARIN-2020-03: IPv6 Nano-Allocation', and is strongly supported by the community and thus the AC forwards this recommended draft policy to the ARIN Board of Trustees for adoption.”

The President noted this information was provided in advance to the Board, and stated that he supported adopting the policy, as it went through the policy process and is supported by the community. He wanted to ensure that the Board was aware of the note from the AC, as the President had brought the suggested fee change to the Board’s attention previously; and, it was agreed it is best to avoid ‘one-off’ fee structure changes. The AC had preferred the fee change rather than micro-allocations of IPv6, as micro-allocations run contrary to the IPv6 community’s preference for large ISP allocations. It was asked if the AC believed the policy to be technically sound, and it was affirmed that the AC believes the policy to be sound and will work as written – the community will be happy to have the policy; however, the fee change approach would be ‘ideal’ in their view.

The Chair stated that the Board acknowledges that the AC has brought the matter to their attention, and that the policy development process has been followed. The Board further acknowledges that the AC wants the Board to be aware of the matter with regard to fees. The matter is under advisement, and the Board will continue to look at waivers and reductions; however, it is not an action item the Board is taking up at this time.

4. ARIN 2021 Budget Approval

(Exhibits G, H)

At their meeting on December 1, 2020, the ARIN Finance Committee recommended the approval of the ARIN 2021 Budget by the Board of Trustees. The Treasurer stated that the Finance Committee (FinCom) met a number of times to review the budget and recommends that the Board approve the 2021 budget as presented to the FinCom on 6 November 2020. The Committee reviewed different iterations of the budget, and staff provided a budget ‘roadmap’ to the FinCom for a balanced budget by 2022.

It was moved by Nancy Carter, and seconded by Bill Sandiford, that:

“The ARIN Board of Trustees, upon recommendation by the ARIN Finance Committee, and having reviewed the ARIN 2021 Budget, approves the budget as presented.”

The Chair called for any comments. It was asked why allocated funds for the ARIN Grant Program were reduced by $20K, as it is a small amount overall, and the Grant Program has a beneficial impact. The President explained that it was requested that staff look at all of the activities ARIN performs for possible reductions, including contractual committed expenses, expenses anticipated from operations, activities which are under ARIN control, and fully discretionary activities. In the equity of fairness, all items were reviewed; and, there were small reductions made whenever possible in each area. The President offered that if the Grant Program needed the full $60K, a corresponding reduction can be found elsewhere.

It was asked if the Grant Program budget was announced publicly. The President explained that an announcement is made which includes the total amount of the Program budget and anticipated size of the awards. He noted that an announcement has not been made regarding the Grant Program for 2021. It was requested that flexibility with the budget be considered. It was agreed that the current allocated budget remain as-is, and if additional funding is needed for very worthwhile grants, these will also be recommended to the Board.

The motion carried unanimously, via roll call vote.

5. ARIN Board Conflict of Interest Disclosure Form Updates

(Exhibit I)

The Chair stated that the Board had tasked staff to review these documents annually. Staff has provided clarification on these forms to approve for use for the January Board meeting. Discussion ensued on the purpose, importance, and reason for the forms, and how they are retained. It was also noted that the text on the ARIN website is referred to as a conflict of interest ‘statement’ versus a ‘policy’ to which the forms and the Bylaws refer. The Board also agreed to amend the form to clarify disclosure requirements for civil proceedings. It was the sense of the Board that a standing COI review be included on each Board agenda going forward. This will provide for any Board member to report potential conflict of interest regarding items expected to arise at that meeting, or where facts regarding COI issues have changed, supplementing the information provided annually at the Board’s January meeting. Counsel was asked for, and provided, advice to the Board on the revised form and policy.

It was moved by John Curran, and seconded by Nancy Carter, that:

“The ARIN Board of Trustees accepts the 2021 ARIN Board of Trustees Conflict of Interest Policy Acknowledgment and Disclosure Forms, as amended.”

The Chair called for any comments. There were no further comments.

The motion carried all in favor with no objections.

The President stated that the forms will be sent very soon via the Board’s list, and asked the Board members to please complete the forms promptly.

6. ARIN Board Committee Year-End Reports

The Chair called for an executive session at this time to discuss the Nomination Committee report. (2:47 p.m. ET)

  • Nomination Committee (Exhibit J)
  • Finance Committee (Exhibit K – Pending)

The Board exited the session at 2:54 p.m. ET. The President stated that draft election processes and committee charters will be updated if needed, and provided to the Board in January.

The Chair called to suspend the meeting until Thursday, December 17, 2020 at 5:00 p.m. ET to conclude discussion of the rest of the agenda items, beginning with the Finance Committee year-end report.

The meeting adjourned with no objections at 2:55 p.m. ET.

17 December 2020

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
  • Alyssha Holdren, Executive Coordinator
  • Anne-Rachel Inné, Sr. V.P, Gov’t Affairs
  • Richard Jimmerson, COO
  • Therese Simcox, Sr. E.A., Scribe

Observer

  • Tina Morris, 2021 Trustee-Elect

The Chair called the meeting to order at 5:05 p.m. ET. The presence of a quorum was noted.

6. ARIN Board Committee Year-End Reports (Continued)

  • Finance Committee Report. The Treasurer apologized stating that the report is pending, and requested to present it in January. The Chair asked if there was anything that the Treasurer thought would change the Finance Committee’s charter for 2021. The Treasurer noted proposed changes from staff after having reviewed the Charter, the Investment Policy Statement (IPS), and other documents so that they could be aligned; however, she noted the changes were minor. The Chair stated that the Finance Committee had no outstanding mailing list actions, no outstanding items that required review, and that there were no items from the Compensation Committee requiring review at this time.

7. ARIN Board Open Action Item Review

The Chair called for any comments. The President stated this was a running registry of open and closed Board action items for reference. The Board thanked staff for the list, noting it is a good tool tracking their items.

8. General Counsel Update

General Counsel stated that there was no update at this time.

9. Any Other Business

The Chair called for any other business items.

  • January 2021 Board Meeting Schedule. The Chair stated that he would like to hold a brief Board planning and organizational meeting as early as possible in January. The Board agreed on January 6, 2021 from 1:00 to 3:00 p.m. ET. The Chair stated that the meeting would establish the Board Officers and take care of administrative items. They would also establish a meeting calendar for 2021. He noted that if all meetings needed to be conducted virtually, it could be done, but a deeper in-person strategic session would be preferred sometime during the year, if possible.

  • Farewell to ARIN Board Trustee, Dan Alexander. The Chair thanked Mr. Alexander for his three years as a Board Trustee. He stated he had made many contributions to the Board, highlighting Mr. Alexander’s two-year chairing of the Nomination Committee. The Chair acknowledged his hard work on the Committee, and the changes to its process and structure, acknowledging that it was challenging work. The Chair further stated Mr. Alexander would be most remembered for his tireless efforts on ARIN’s technical debt reduction effort, and that the organization would not be making the progress in that area today without him. He stated that this was not a definitive ‘farewell’, as he expected the Board would see Mr. Alexander at future Internet events.

It was moved by Paul Andersen that:

“Be it resolved, the ARIN Board of Trustees hereby bids farewell to Dan Alexander, as an ARIN Board Trustee. We greatly appreciated his insight, dedication, and contribution to the Board. He will be missed and we wish him all the best.”

The motion carried by acclamation. Mr. Alexander appreciated the words, stating that he truly enjoyed the work while serving on the Board, and hoped to see everyone in person soon.

Transition of General Counsel Steve Ryan. The Chair stated that Mr. Ryan has been supportive to him and other Board members for years, as ARIN’s General Counsel, and as a strategic advisor and friend. The Chair appreciated having Mr. Ryan as a ‘voice of reason’, noted his illustrious legal and political career. The Chair noted this was not a complete farewell, as Mr. Ryan will still be consulting with ARIN on legal matters. He thanked Mr. Ryan for his many years of service, stating that he will be fondly missed in his prior role. The President stated that Mr. Ryan has been very instrumental in the success of the organization and that he was looking forward to continuing to work with him.

It was moved by Paul Andersen, that:

“Be it resolved, the ARIN Board of Trustees hereby thanks Steve Ryan for his many years of service as ARIN’s General Counsel. The Board wishes to express their sincere gratitude to Mr. Ryan for his fine work in that capacity, and looks forward to his continuing advice in ARIN’s regulatory and litigation matters in future years.”

The motion carried by acclamation. Mr. Ryan stated it has been a great privilege to work for and with the ARIN Board and represent ARIN, and that he was grateful for the opportunity to continue assisting Mr. Abejuela in future matters.

10. Adjournment

The Chair entertained a motion to adjourn at 5:15 p.m. ET. John Curran moved to adjourn, seconded by Dan Alexander. The meeting adjourned with no objections.