Meeting of the ARIN Board of Trustees - 23 June 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 Video Teleconference

Attendees

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

ARIN Staff

  • Michael Abejuela, General Counsel, Board Secretary
  • Alyssa Arceneaux, Executive Coordinator, Scribe
  • Anne-Rachel Inné, Sr. V.P., Government Affairs
  • Richard Jimmerson, COO
  • Brian Kirk, CFO
  • Stephen M. Ryan, Counsel
  • Therese Simcox, Sr. Executive Assistant
  • John Sweeting, CCO

1. Welcome, Agenda Review & Disclosure of Conflicts of Interest

The Chair called the meeting to order at 4:04 p.m. ET. The presence of a quorum was noted. He reviewed the agenda with the Board.

The Chair noted that some Board members’ organizations are paying members and wanted it noted as there was a discussion of membership and fees on the agenda; but that it should not create conflict with the Board discussion.

2. Approval of the Minutes

(Exhibit A)

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

“The ARIN Board of Trustees approves the Minutes of May 26, 2021, as written.”

The Chair called for discussion. There were no comments.

The motion carried with no objections.

3. Approval of IRS Forms 990 and 990T

(Exhibit B)

The Treasurer stated that the auditing firm, BDO, presented the 990 and 990T, and the changes made between 2019 and 2020, to the Finance Committee. The CFO was able to explain these changes. The Committee made one minor change, otherwise the committee was satisfied with the forms.

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

“The ARIN Board of Trustees based on the recommendation of the ARIN Finance Committee, and having reviewed ARIN’s 2020 IRS Form 990 and 990T, accepts these forms and directs the President to file them with the IRS.”

The Chair called for discussion. The President stated that his signature goes on the bottom of the forms and he has taken a very thorough look and believes it to all be accurate. The Treasurer agreed and stated her confidence in BDO’s thoroughness.

The motion carried unanimously, via roll call vote.

4. ARIN Membership Discussion

(Exhibit C)

The President presented the new member categories. These categories would begin in 2022: Trustees (existing), General members (existing), and Service members (new). Transition wise, ISPs would remain General members; and End-users and LRSA customers who have IPv4 or IPv6 number resources would be categorized as Service members that could choose to be General members. End-users who only have an ASN would be Service members with no option of becoming General members.

All new RSP customers would be Service members by default but could apply to be General members if they asked, and met the eligibility rules. General members would be required to vote in ARIN elections. If a General Member has not voted in the three most recent elections, they would revert to Service member status. The only change proposed to ARIN voting and election process would be making statements of support available only to ARIN members.

Discussion ensued with the Board raising concerns that restricting Statements of Support to only members and not allowing the larger community could be of detriment to the process. It was determined to remove this change from consideration. The President stated that the Statements of Support item could be handled as a separate proposal to the Board, and it does not hinder the Board’s decision on adopting the proposed direction for membership or the new fee schedule.

A discussion occurred regarding the question of Service members requesting to become General Members and the effect on the threshold percentage to petition, if membership should be reduced. It was asked if the President could look at the projections for the General Membership, and when revisions are made to the Bylaws, that the threshold percentage be set to an appropriate level to ensure that the petition threshold does not change.

A question was asked on the risk of capture of the organization that might result from a larger member base. The Board requested that additional information be provided on capture risk in order to better understand the issue. The President stated he would put together a package for the August meeting along with the proposed Bylaw changes.

The Chair asked that the Board move ahead with the upcoming fee schedule and continue to discuss the membership issues at the implementation stage, but that ARIN staff should send the community a message on the fee schedule stating that changes to the Bylaws would be forthcoming.

5. Adoption of ARIN Fee Schedule

(Exhibit D)

The President stated that this was the same presentation on the consultation provided to the Board in May, reflecting the minor fee adjustment that was made after the community consultation regarding the organization create fee. This schedule would be implemented January 1, 2022, upon Board adoption.

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

“The ARIN Board of Trustees approves the Fee Schedule, as presented.”

The Chair called for discussion. Concerns were raised with the burden that transaction fees poses to customers who have a high volume of transactions. The President noted that many of those customers are Premier Support Plan members, and that we would review options from that perspective.

Discussion occurred regarding the Number Resource Policy Manual (NRPM) and its use of terms ‘ISP’ and ‘end-user’. The President explained that policies are never tied to the fee schedule, and the community is free to discuss simplifying the NRPM if it so chooses.

The motion carried unanimously, via roll call vote.

6. GWG Discussion and Next Steps

(Exhibit E)

The Working Group Chair thanked everyone in the working group and stated that the group had met twice in June, once with Baker & Tilly about Board recommendations, and once on their own. WG Chair stated that the group is working through their Q2 workplan items: finalizing a recommendation to the Board regarding the use of SharePoint as an information repository; the master Agenda-setting schedule, which lists agenda requirements for the year, for the Board; discussions with ARIN’s communication team about creating more content on the website regarding the leadership development program, fellowship program, nomination process, and the Board’s roles and activities; and dashboard reporting to make sure it is tied into the risk register and metrics report, to align with the organization’s strategy. WG Chair stated that the staff is involved in every step.

The WG Chair requested a working session with the Board, primarily to discuss items in the workplan that require community engagement. The Board set a meeting with the GWG as an add on to the July Board meeting.

7. Ratification of ARIN Policies

At their meeting on May 20, 2021, the ARIN Advisory Council recommended the following policies for adoption by the ARIN Board of Trustees:

  • Recommended Draft Policy ARIN-2020-7: 4.4 gTLD Micro-Allocation Clarification. (Exhibit F) The President stated that this recommendation is to remove the word ‘new’ from gTLD. This recommendation successfully completed the PDP process and is well supported.

    It was moved by John Curran, and seconded by Tina Morris, that:

    “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, adopts Recommended Draft Policy 2020-7.”

    The Chair called for discussion. There were no comments.

    The motion carried unanimously, via roll call vote.

  • Recommended Draft Policy ARIN-2020-8: Clarify and Update 4.2.1.2 Annual Renewal Fee. (Exhibit G). To strike 4.2.1.2. The President stated that this policy clarified annual fees, which are not a part of NRPM, struck section 4.2.1.2 entirely, and added a definition on resources. This recommendation successfully completed the PDP process and is well supported.

    It was moved by John Curran, and seconded by Catherine Middleton, that:

    “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, adopts Recommended Draft Policy 2020-8.”

    The Chair called for discussion. It was noted that the fee was mentioned in the policy and that was corrected as the NRPM does not include fees.

    The motion carried unanimously, via roll call vote.

The President thanked the Advisory Council for all their hard work and the Chair acknowledged this and stated appreciation for their continued efforts.

8. General Counsel Update

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

9. ARIN Board Open Action Item Review

(Exhibit H)

The President reviewed the list of open action items with the Board.

The status of the hiring of a Senior Information Security person was raised. The COO responded that ARIN had received a very large pool of resumes, which were narrowed down and conducting telephone screenings occurred. The pool has been narrowed down to a handful of primary candidates who will be interviewed this week).

10. Any Other Business

The Chair called for other business items.

  • The President stated that it may be possible to hold an in-person board meeting and that September would likely be appropriate. The President proposed a one-day meeting in Boston, MA during the weeks of either 1, 15, or 28 in September. The Chair stated that remote participation would be made available and that everyone’s health and comfort level are important to the Board and will be respected.

11. Adjournment

The Chair entertained a motion to adjourn at 6:02 p.m. ET. Paul Anderson moved to adjourn, seconded by John Curran. The meeting adjourned with no objections.