Meeting of the ARIN Board of Trustees - 24 March 2021
via Video Teleconference
- Paul Andersen, Chair
- Nancy Carter, Treasurer
- John Curran, President & CEO
- Peter Harrison, Trustee
- Catherine Middleton, Trustee
- Tina Morris, Trustee
- Bill Sandiford, Vice Chair
- Michael Abejuela, General Counsel, Board Secretary
- Anne-Rachel Inné, Sr. V.P.
- Richard Jimmerson, COO
- Brian Kirk, CFO
- Steve M. Ryan, Counsel
- Therese Simcox, Sr. E.A., Scribe
- John Sweeting, CCO
1. Welcome, Agenda Review, & Disclosure of Conflicts of Interest
The Chair called the meeting to order at 4:04 p.m. The presence of a quorum was noted. He acknowledged Ms. Morris would be delayed.
The Chair called for any disclosures of conflict of interest. No conflicts of interest were reported.
The Chair reviewed the agenda with the Board and called for any comments. It was noted that discussion of designated net assets would be added to Any Other Business.
2. Consent Agenda
A) Approval of the Minutes. (Exhibit A, Exhibit B, Exhibit C)
i) “The ARIN Board of Trustees approves the Minutes of 03 February 2021, as written.”
ii) “The ARIN Board of Trustees approves the Minutes of 24 February 2021, as written.”
iii) “The ARIN Board of Trustees approves the Minutes of the Special Meeting of the ARIN Board of 04 March 2021, as written.”
B) Active Board-related ARIN Consultation & Suggestion Process (ACSP) List. (Exhibit D)
C) RFP for ARIN Distributed Workforce Study. (Exhibit E) Presented as an informational item.
It was moved by John Curran, and seconded by Bill Sandiford, that:
“The ARIN Board of Trustees approves the Consent Agenda, as written.”
The Chair called for discussion and requested an update on item C. The COO stated that in the second half of 2020, it was requested by the Board that ARIN contract with a third-party for a study on moving ARIN to a more distributed workforce. Item C refers to an RFP to find a firm to provide the information to ARIN. Packaged with staff’s views, the information will be provided to the Board this summer. The project is progressing on schedule. The Chair thanked the COO for the information.
The motion to approve the consent agenda carried with no objections.
Ms. Morris joined the meeting.
3. Approval of ARIN Investment Policy Statement
In their meeting on March 12, 2021 the ARIN Finance Committee adopted the updated ARIN Investment Policy Statement (IPS), and recommended it to the ARIN Board of Trustees for adoption. The Treasurer stated that the IPS has been under review and advisement for quite some time. It was revised per advice from the investment consultant and the work done in terms of moving to a new consultant. The Finance Committee has reviewed the IPS, and recommends it for Board adoption.
It was moved by Nancy Carter, and seconded by John Curran, that:
“The ARIN Board of Trustees adopts the revised ARIN Investment Policy Statement, as recommended by the ARIN Finance Committee, and directs staff to implement it immediately for the management of ARIN investment accounts.”
The Chair called for discussion. It was requested that, going forward, a redline of the document be provided to show differences. All agreed.
The motion carried unanimously via roll call vote.
The Chair thanked the Finance Committee noting, as a member, that it was a lot of work. The Treasurer thanked the CFO for the document, and all of his work on it.
4. Governance Working Group (GWG) 2021 Workplan Presentation
Nancy Carter, GWG Chair, stated that the GWG spent time with General Counsel and Sr. Associate General Counsel working on the document. The document encompasses recommendations from the report provided to the GWG from Baker Tilly. The workplan is designed to address the recommendations based on priority and the correct timing between easily accomplished tasks and those tasks requiring more time. The plan is divided by quarters. There is a section marked ‘TBD’ in which all items will require community consultation. The GWG will need to spend more time on these items and hold separate sessions for discussions with the Board in regard to timing and consultation format. Ms. Carter noted the Appendix refers to all items related to Board structure and membership and, separately, the nominating processes that tie to the Nomination Committee.
The Chair thanked the GWG and staff. Discussion ensued on the GWG’s timing to provide the Board with timelines needed for each discussion, breaking up items to be discussed in-person, and items to be discussed in regularly scheduled meetings vs special meetings of the Board. The President noted that knowledge of any items that may be occurring this year as soon as possible would be helpful to allow scheduling of both Board consideration and staff support for the rollout.
The Chair stated he would like community education on Board rules, which can be discussed at a later time. He asked if it was possible to present a package for year-end Board adoption, to be able to move forward next year. The President stated it was dependent upon finalizing the clear direction of items for the GWG; and, as soon as output for any items is received, it can be implemented.
It was noted that the GWG quarterly items are on track, with Q1 complete. Now that the workplan is in place, the GWG can determine items quarterly or monthly, and how much time is needed for each.
The Chair requested to get the 2nd quarter on the calendar and indicate where the Board needs to convene for special meetings.
The question was raised if the Board should adopt the GWG Workplan. General Counsel had advised that it would be best to have formal Board approval. The Chair called for a motion to adopt the workplan.
It was moved by Peter Harrison, and seconded by Catherine Middleton, that:
“The ARIN Board of Trustees adopts the GWG 2021 Workplan.”
The Chair called for discussion. There were no comments.
The motion carried with no objections.
5. ARIN 48 Update
The President noted that NANOG is moving its fall meeting from Toronto to Minneapolis, and ARIN should make appropriate arrangements to do the same and still have a cojoined meeting. The Board entered a brief executive session to discuss the matter further.
The Board discussed the format of ARIN meetings regarding the option of having a hybrid in-person/virtual format. The President noted that staff is currently exploring ways in which this format can be successful. The Chair requested a format for the week of the relocated fall meeting and that calendar invitations be sent once NANOG and ARIN have finalized their schedules so that the Board can reserve availability.
The Board resumed their discussion of the ARIN meeting format. It was suggested that a hybrid format be the standard moving forward and to hold the next meeting as a hybrid. This will give staff and the community the opportunity to work out any issues in the format and perfect it for success for future meetings. Discussion ensued on using a hybrid format during a pandemic year and fairness to those such as election candidates feeling the need to travel because others may be doing so.
The CCO stated that the hybrid format is the plan for future ARIN meetings, and staff is planning to use new technology for a robust hybrid meeting. It is currently being explored as the plan forward including for the upcoming fall member meeting.
The Chair summarized that the Board is supportive of holding ARIN Member Meetings and Board and AC meetings (and other events as staff determines) in-person. ARIN Public Policy Meetings and ARIN Elections will be held virtually. Staff is to use this opportunity to trial run a hybrid meeting, but it may fall back to the usual standard due to the current climate. It was the sense of the Board that ARIN’s meeting can be announced in conjunction with NANOG’s meeting announcement.
6. ARIN Board Workshop
The Chair called for an executive workshop session at this time 4:41 pm ET. The Workshop ended at 5:27 p.m. ET with resulting items as follows:
A) ARIN Strategic Direction Statement.
It was moved by John Curran, and seconded by Peter Harrison, that:
“The ARIN Board of Trustees has reviewed and approves the ARIN Strategic Direction Statement.”
The Chair called for discussion. It was noted that a full discussion of the item took place in the Board’s workshop.
The motion carried unanimously, via roll call vote.
B) ARIN Premier Support Plan Announcement. It was noted that the Board has worked with staff over past several meetings and they understand the philosophy and have no concerns. The Board looks forward to feedback from staff on the plan’s success.
7. ARIN Board Open Action Item Review
The Board reviewed the current action item list, with the President reviewing the actions completed. The Chair asked if second quarter 2021 items were on track. The President confirmed that they were on track.
8. ARIN Operations Update
The COO discussed passing the one-year mark in a pandemic environment, with ARIN continuing to run smoothly. He noted three recent employee cases of Covid in the last few weeks, totaling seven for the last year. He noted that ARIN has some employees allowed, on a limited basis, to visit the office, and that our practice is to close for heavy cleaning if an employee with recent access reports illness. The Board conveyed their very best wishes and support to the employees who had become ill.
The COO continued the update with the status of obtaining a new hire for the position of Executive Coordinator, stating that resumes are being received and reviewed. He also noted we are at the beginning stages of designing a new senior position in the area of information security.
He also noted that the number of ROAs in ARIN’s RPKI repository is growing rapidly. For the first time, ARIN has more ROAs than any other RIR. The COO noted that one customer is responsible for a large percentage of the ROAs, but that there are many more organizations participating than had previously done so. There has also been a significant uptake in the use of ARIN’s new routing registry that was rolled out last year. In regard to ARIN’s older, non-authenticated routing registry, a recent consultation concluded that the service would be retired on March 31, 2022.
The COO further noted an additional consultation on login service for ARIN Online is about to close. There have been brute force attacks on our login systems, which are being closely monitored. Staff has made adjustments to our login service to mitigate the attacks, with more adjustments to come. The related consultation will outline improvements in login processing planned for the coming months.
The COO stated that the organization is running well with some staff anxious to come back to the office. Distributed workforce and additional reopening measures will be reported to the Board following further study and evaluation of our plans, as previously discussed.
9. ARIN General Counsel Report
General Counsel provided an attorney-client privileged brief to the Board on ARIN legal matters.
10. Any Other Business
The Chair called for any other business.
ARIN Designated Net Assets. The CFO stated that he had distributed a memo to the Board, via email, regarding an audit-related item that needs Board action. He explained the need, per GAAP, to categorize net assets as either ‘Undesignated’ or ‘Designated by the Board’. He stated that undesignated net assets exist for the general support of the organization’s operations and mission. Designated net assets represent assets that the Board decides to apply to specific programs that support the organization’s mission and the community. After speaking with the Treasurer, the proposal for 2020 is to declare all net assets as undesignated, available for the general operations of the company and the community. The Treasurer stated she agreed.
It was moved by Nancy Carter, and seconded by Bill Sandiford, that:
“The ARIN Board of Trustees elects to have all net assets at December 31, 2020 as Undesignated.”
The Chair called for discussion. There were no comments.
The motion carried unanimously, via roll call vote.
The Chair entertained a motion to adjourn at 5:48 p.m. ET. The meeting adjourned with no objections.