Board of Trustees Draft Meeting Minutes - 3 February 2021

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.

via Teleconference

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
  • Anne-Rachel Inné, Sr. Executive Director
  • Richard Jimmerson, COO
  • Brian Kirk, CFO
  • Stephen M. Ryan, Counsel
  • Therese Simcox, Sr. E.A., Scribe
  • John Sweeting, CCO

1. Welcome & Agenda Review and Declarations of Conflict of Interest

The Chair called the meeting to order at 4:04 p.m. ET. The presence of a quorum was noted. The Chair reviewed the agenda with the Board and called for any comments on it and/or any declarations of conflict of interest. There were no comments.

The Chair congratulated Ms. Morris on her position as Chair of the NANOG Board, and looked forward to working with her as ARIN and NANOG continue their strong relationship.

A) Approval of the Minutes. (Exhibit A)

“The ARIN Board of Trustees approves the Minutes of 06 January 2021, as written.”

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

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 comments. There were no comments.

The motion carried with no objections.

3. ARIN Event Contract Review

A) Spring/April 2021 – ARIN 47, Tampa – Grand Hyatt Tampa Bay

The President stated that due to the pandemic, this meeting will be held virtually. He noted that the sponsor was interested in sponsoring meeting in Tampa in 2023, and the hotel indicated that they were amenable to that timeframe. Therefore, the contract has been amended to a Spring/April 2023 event date with the hotel and the sponsor.

B) Fall/October 2021 – ARIN 48, Toronto – Westin Harbour Castle (in conjunction with NANOG)

The President stated that ARIN is following NANOG’s lead on this meeting and there is discussion about amending the hotel contract to 2024. ARIN will coordinate with NANOG; and, the President did not anticipate any issues regardless of outcome.

The CCO noted that the dates need to be set in case the ARIN 48 meeting needs to be held virtually; and, this would likely be a different week to avoid online conference fatigue adjacent to NANOG’s meeting. He stated that the week of October 18, 2021 was open and noted that it was before the scheduled ICANN meeting on October 25, 2021. The President stated that he fully anticipates that ARIN 48 will be a virtual meeting.

C) Spring/April 2022 – ARIN 49, Nashville – Loews Vanderbilt Hotel

The President stated that this contract has been reworked and has flexibility with the ability to cancel, if necessary, due to pandemic conditions. He expressed optimism regarding holding the meeting in-person.

4. Quarterly Organizational Reports

A) Q4 2020 Management Report (Exhibit C)

The President stated that much was accomplished and completed; however, product management rollout and fee analysis/fee restructure were not completed in 2020 as expected. They are top priority, to be presented later this month to the Board. It was noted that the report showed revenue elasticity, but no modeling. The President explained that quite a bit of modeling has been done, including fee changes and rollout of new products to customers, and these will be presented to the Board.

B) Q4 2020 Metrics Report (Exhibit D)

The President stated that this report contains the requested numbers regarding activity on the progression of projects. He explained that the organization is in the middle of closing financials for last year, and therefore, these metrics are omitted at this time. This report also contains additional financial information – billing and outstanding receivables – which are standard measures of corporate performance, and a good addition to the report. The President further noted that staff is now receiving enough data to begin providing some graphical rendition of metrics, per the Board’s request.

Discussion ensued regarding presenting less historical data and more relevant data on the items presented. The President was tasked to look at: 1) Magnitude of space with regard to number resources activity; and, 2) More metrics regarding system performance and customer servicing. The President stated that he would look into options including SLA reporting of major services, much like SLAs contained in the annual report.

Q4 2020 Technical Debt Report (Exhibit E)

The President stated that this report reflects the commitment by staff to address issues of systems not running on current software or hardware, or that have an undue burden of maintenance. He stated that at the close of 2020, the organization was up to date on many systems, and the original 2020 goal was to be clear on many systems and out of the ‘red’. It was asked what actions will be taken to avoid technical debt in the future. The President stated he will be discussing that with the Board in two pieces: 1) a strategy for outsourcing; and, 2) a framework for availability and reliability, consistency, and privacy.

The Board expressed its appreciation to staff for their hard work in updating these systems, particularly in the face of a pandemic, and that this now provides the Board with data needed to discuss options going forward.

It was requested to have a service dependencies map to better show which systems are crucial and top priority in the on-going strategy. The President noted that the Board will discuss this as part of the forthcoming outsourcing strategy discussion.

C) Proposed 2021 ARIN Management Reporting Template (Exhibit F)

The President reviewed the template for 2021 with the Board. He noted that the activity plan was re-mapped to the set of objectives of the four strategic pillars of the organization, based on the Board’s discussion. He noted that the template also differentiates between one-time activities versus tasks that are ‘business as usual’. The document defines the template by which activity will be reported in 2021. The President stated that, per usual, the Board will be presented with Q1 progress-to-date in April. The Board appreciated the template, noting that it was great to see the structure.

5. Finance Committee Updates

A) 2020 Finance Committee Report (Exhibit G)

The Finance Committee Chair provided the report to the Board. She noted that the FinCom approved the report at their last meeting. The report lists all of the items that the FinCom delivered in 2020, with the help of the CFO. Items included: a new audit firm and investment advisor; a comprehensive workplan – which is working well for the Committee; recommended FinCom Charter edits; and, monitoring risk which previously has not been a committee responsibility. The FinCom Chair noted the new Charter has a number of changes that the President and the CFO had recommended from the Investment Policy Statement (IPS), and other documents, to align with the Charter. She further noted a change to the Charter during last year with regard to audit responsibilities.

B) Finance Committee Charter (Exhibits H, I)

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

“The ARIN Board of Trustees approves the updated Finance Committee Charter, as presented.”

The Chair called for comments. Appreciation was expressed with regard to the periodic monitoring of risk becoming the FinCom’s responsibility, and that the Committee can rely on the Board for any feedback or assistance as needed.

6. Chartering of the 2021 Nomination Committee

(Exhibit J)

The Chair stated that this item will allow the Committee to begin work as there is a desire for outreach to move ahead. He noted that there are areas of the NomCom Charter and the election process that need revisions, such as background checks, and that this would allow work to begin. The President agreed that it is timely to charter the Committee, and it is possible to revise the Charter later. It was further noted to appoint two Board members to the Committee at this time.

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

“The ARIN Board of Trustees accepts the 2021 Nomination Committee Charter, as presented, and appoints Catherine Middleton and Tina Morris as the two committee members from the Board, with Catherine Middleton as Chair.”

The Chair called for comments. There were no comments.

The motion carried with no objections.

7. ARIN Board Governance Working Group (GWG)

(Exhibits K, L)

The GWG Chair provided a revised WG charter to the Board. She noted that all of the changes made are aligned with the report received from Baker Tilly. She stated that the GWG expects to meet next week to come up with a workplan and provide it to the Board before the end of the quarter. There is also a proposal to be provided from Baker Tilly, noting the firm will likely assist with implementation items throughout the calendar year.

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

“The ARIN Board of Trustees accepts the Governance Working Group Charter, as presented.”

The Chair called for comments. It was requested that staff and the GWG to work to prepare a timeline when certain items were needed, in order to have an impact on the Board’s expected timeframes. Nancy Carter stated that the WG will discuss it next week, and to the extent possible the group can do so.

The motion carried with no objections.

8. ARIN General Counsel Report

Counsel stated there is no report at this time.

9. ARIN Action Item Review

(Exhibit M)

The Board reviewed the action item list, with the Chair requesting an estimate of deliverability of each item. It was agreed to add an indicator to each item regarding the expected quarter for completion.

10. ARIN Board 2021 Workplan Review

(Exhibit N)

The President noted that the workplan is also on the Board’s Wiki, and that it lists expected items to be discussed in each upcoming Board meeting. He noted that it can be easily updated, and asked the Board to either please make any edits, or advise staff to do so. It was noted that the workplan helps also with Board committee timelines, which was appreciated.

Discussion ensued on the item for April of reviewing ‘single transferable vote’ as an option to ARIN elections, and whether it was premature in light of the GWG’s workload. The Board agreed with the President’s suggestion that it could be an item to be taken up by the GWG.

The Board noted that work needed to be done to clarify and streamline how initiatives moved through the Board process going forward: i.e. improvement and clarification of workstreams is needed to clarify which Board member is championing any initiative, and how that initiative will proceed through the process.

11. Any Other Business

The Chair called for any other business items.

  • ARIN Consult Mailing List. The President stated that ARIN has a number of upcoming consultations. He noted that the list is going to become very busy this year, and requested that the Board take time each week and review it. He noted that one consultation that will be released will be in regard to phasing out the old ‘nonauth’ email-based IRR system.

    The Board asked what initiatives staff are looking for to seek feedback from the three stakeholder groups – namely ARIN Members, ARIN Customers, and the ARIN Community. It was noted that while there is an overlap, the traditional ARIN-consult approach may not be broad enough, and that ARIN should be looking at how these consultations can be improved.

    The CCO replied that, specific to the IRR consultation, staff is identifying major customers who will be affected - most of which are members. He explained the process for reaching out to said customers, and explained that when these organization’s timeframes are known, it will cover the smaller users.

12. Adjournment

The Chair entertained a motion to adjourn at 5:23 p.m. ET. The meeting adjourned with no objections.