Board of Trustees Meeting Minutes - 6 January 2021

via Teleconference

Draft Minutes

These minutes are DRAFT. They have been reviewed by the ARIN Board of Trustees prior to posting. These minutes will remain draft until they are reviewed and approved by the ARIN Board of Trustees at their next regularly scheduled meeting.

Attendees

  • Paul Andersen, Chair
  • Nancy Carter, Treasurer
  • John Curran, President & CEO
  • Peter Harrison, Board Trustee
  • Catherine Middleton, Board Trustee
  • Tina Morris, Board Trustee
  • Bill Sandiford, Vice Chair

ARIN Staff

  • Michael Abejuela, General Counsel, Board Secretary
  • Alyssha Holdren, Executive Coordinator
  • Anne-Rachel Inné, Sr. V.P, Gov’t Affairs
  • Richard Jimmerson, COO
  • Brian Kirk, CFO
  • Stephen M. Ryan
  • Therese Simcox, Sr. E.A., Scribe
  • John Sweeting, CCO

1. Welcome & Agenda Review

The President called the meeting to order at 1:02 p.m. ET. The presence of a quorum was noted. The President welcomed the Board to their first meeting of 2021.

The Chair called the Board, Stephen Ryan, and General Counsel into an Executive Workshop at 1:04 p.m. ET.

The Executive Workshop ended, and the President called the meeting back to order at 2:20 p.m. ET. The Chair stated that the Conflict of Interest agenda item was addressed in Workshop. It was noted that in the Workshop, each Board member was given the opportunity to review every other Board member’s respective declarations, and to pose clarification questions as needed.

A) Approval of the Minutes. (Exhibit A)

“The ARIN Board of Trustees approves the Minutes of 16 & 17 December 2020, as written.”

B) Adoption of ARIN Board Standing Rules. (Exhibit B) The Chair noted that a change to the standing rules had been made in that going forward, abstentions would only need to be asked for in roll call votes.

“The ARIN Board of Trustees adopts the ARIN Board Standing Rules, as written.”

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

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

“The ARIN Board of Trustees approves the Consent Agenda, as written.”

The Chair called for any objections to the consent agenda. No objections were noted.

The motion to approve the Consent Agenda carried with no objections.

3. Election of Officers

The President explained the process of electing officers to the Board.

A) Chair. The President opened nominations for the position of Chair. Bill Sandiford nominated Paul Andersen. The President asked Paul Andersen if he would serve if elected. Paul Andersen stated he would serve, and accepted the nomination.

The President called for further nominations. There were no further nominations. The President called for objections. There were none. Paul Andersen was elected Board Chair by acclamation.

The President handed the meeting to the Chair.

B) Vice Chair. The Chair opened nominations for the position of Vice Chair. Nancy Carter nominated Bill Sandiford. The Chair asked Bill Sandiford if he would serve if elected. Bill Sandiford stated he would serve, and accepted the nomination.

The Chair called for further nominations. There were no further nominations. The Chair called for objections. There were no objections. Bill Sandiford was elected Vice Chair by acclamation.

C) Secretary. The Chair nominated Michael Abejuela as Secretary. The Chair asked Michael Abejuela if he would serve if elected. Michael Abejuela stated he would serve, and accepted the nomination.

The Chair called for other nominations. There were no further nominations. The Chair called for objections. No objections were noted. Michael Abejuela was elected Secretary by acclamation.

D) Treasurer. The Chair opened nominations for Treasurer. Bill Sandiford nominated Nancy Carter. The Chair asked Nancy Carter if she would serve if elected. Nancy Carter stated she would serve, and accepted the nomination.

The Chair called for further nominations. There were no further nominations. The Chair called for objections. No objections were noted. Nancy Carter was elected Treasurer by acclamation.

4. Non-Disclosure and Conflict of Interest Disclosure Review

General Counsel provided an attorney-client privileged briefing and provided materials to the Board in the Executive Workshop at the beginning of the Board meeting, as noted above.

5. ARIN Board Committee Charters

The Chair called for any questions regarding the Committee Charters, noting that the charters for the Compensation Committee and AUP Committee have not been changed. There were no comments. The Chair noted that the Finance Committee, Governance Working Group, and Nomination Committee Charters would be addressed in the next Board meeting.

A) Compensation Committee. (Exhibit D)

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

“The ARIN Board of Trustees accepts the Compensation Committee Charter, as presented.”

The Chair called for discussion.

The motion carried with one abstention. The President abstained from voting, explaining that it would be a conflict for him to have material input into a committee that oversees his review.

B) Advisory Committee to the President on the Mailing List Acceptable Use Policy (“AUP Committee”). (Exhibit E)

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

“The ARIN Board of Trustees accepts the Mailing List Acceptable Use Policy Committee Charter, as presented.”

The Chair called for discussion, or objections. There were none.

The motion carried by acclamation.

C) Charters currently under review for revisions: As noted above, the Chair noted the following Charters will be addressed in the next Board meeting.

  • Finance Committee
  • ARIN Board Governance Working Group
  • Nomination Committee

6. Appointments of Board Members to Standing Committees and Other Roles

ARIN 2021 Board Committees:

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

“The ARIN Board of Trustees approves the establishment of its 2021 Committees, appointing the following Board Members, as follows:”

  • Compensation Committee: Paul Andersen (Chair); Nancy Carter (Treasurer); Tina Morris; with the remainder of the elected Board welcome as non-voting participants in the activities of the Compensation Committee.
  • ARIN Finance Committee: Nancy Carter (Treasurer), Paul Andersen, Peter Harrison, Bill Sandiford
  • ARIN Board Governance Working Group: Nancy Carter (Chair); Peter > Harrison; Catherine Middleton
  • AUP Committee: Tina Morris (Chair)
  • Election Officer and Vote Counter: Bill Sandiford
  • NRO EC Observer: Paul Andersen

The Chair called for discussion. There were no comments.

The motion carried by acclamation.

7. Authorization of the Treasurer to Approve Future Commitments

It was moved by the John Curran, and seconded by Peter Harrison, that:

“The ARIN Board of Trustees authorizes the Treasurer to approve expenses beyond the current approved budget year as long as they are in the normal course of ARIN’s business, are reasonable and customary, and are consistent with the Board’s current expenditure guidance.”

The Chair called for discussion. The President explained that the motion for the Treasurer to approve expenses that extend beyond the current year’s budget is borne out of the need to execute the normal multi-year agreements - such as maintenance agreements and advance commitments such as hotel contracts.

The motion carried unanimously, via roll call vote.

8. ARIN Board 2021 Calendar and Teleconference Schedule Discussion

A proposed 2021 meeting schedule was presented for the Board’s review and approval. It was noted that a more complete calendar with actions items will be approved at the next meeting.

9. Any Other Business

The Chair called for any other business. There were no comments.

10. Adjournment

The Chair moved to adjourn at 2:38 p.m. ET, seconded by Bill Sandiford. The meeting adjourned with no objections.