Meeting of the ARIN Board of Trustees - 4-5 November 2021

Hybrid Meeting - Minneapolis, MN

 

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 (via Zoom)
  • John Curran, President & CEO
  • Peter Harrison, Trustee
  • Catherine Middleton, Trustee (via Zoom)
  • Tina Morris, Trustee
  • Bill Sandiford, Vice Chair

ARIN Staff

  • Michael Abejuela, General Counsel, Secretary
  • Alyssa Arceneaux, Executive Coordinator, Scribe
  • Einar Bohlin, V.P. Government Affairs
  • Richard Jimmerson, COO
  • Brian Kirk, CFO
  • Steve Ryan, Counsel
  • Thérèse Simcox, Sr. E.A. (via Zoom)
  • John Sweeting, CCO

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

The Chair called the meeting to order at 3:04 p.m. CT. The presence of a quorum was noted.

The Chair reviewed the agenda and made note that several Board agenda items would be included in the GWG workshop, specifically items 7 and 8.

There was also a question about the agenda item on Board officer elections. The Chair explained that the newly elected positions of Chair and Vice Chair would hold office through the end of the year. At the January 2022 meeting, the Board would then conduct the annual Board elections for officers for the upcoming 2022 year as usual.

2. ARIN Quarterly Reports Review

(Exhibits A, B, C, D)

The President provided a brief of each report. No concerns were raised.

  • Activity Report
  • Management Report
  • Risk Register
  • Technical Debt Report

The Chair stated his satisfaction regarding the technical debt report.

3. ARIN 401(k) Discretionary Annual Update

The COO stated that the Board had recognized the annual determination to be a management matter, and ARIN’s internal 401(k) committee consisting of the CFO, COO, General Counsel, and Sr. Director of HR make the evaluation each year. The Board has previously asked that the staff provide an annual update. The internal committee intends to proceed with a discretionary contribution this year inside the reduced budgeted amount previously approved by the Board in the 2021 budget. The Board thanked staff for the update.

4. ARIN General Counsel Update

Counsel provided an attorney-client privileged briefing to the Board.

5. ARIN Board Open Action Item Review

(Exhibit E)

Deferred to the next Board meeting.

6. Election Software Report

(Exhibit F)

The President stated that the vendor ARIN has been using will no longer provide maintenance support for needed features so ARIN will be moving to a new vendor; and ARIN must finalize its requirements for the statement of work, particular in areas such as statements of support, voting for multiple organizations, and nominator requirements.

The Chair stated that nominator requirements need to be looked at within system requirements. A discussion ensued regarding voting contacts leaving an organization and maintaining ability for the organization’s ability to still cast a vote.

7. ACSP Suggestions Referred to ARIN Board

(Exhibit G)

The Board Chair moved this to be covered under the Governance Working Group (GWG) workshop and will be factored into the GWG output.

8. GWG Report to the Board

The GWG Chair opened a workshop on Friday, 5 November at 10:08 a.m. CT. The GWG report was represented in this workshop and there were extensive discussions which included Board size, term limits, STV and NomCom recommendations. All discussions with community feedback will be next discussed at the later November Board meeting.

9. Board Workshop on Election Process

The Board Chair moved this to be covered under the GWG workshop.

10. Any Other Business

The Chair called for any other business items.

  • A question was asked regarding the minutes from the October meeting and whether a particular discussion should be minuted or should be considered workshop. The Chair stated that they need to be minuted as they were not previously listed as workshop.

  • A brief conversation took place about the Board meeting in January. The Vice Chair stated that he has asked ARIN staff to look at a meeting in Miami, instead of San Diego, for convenience and safety of Board members and more direct travel.

The Business meeting was called for recess at 4:11 p.m. CT on Thursday, 4 November. There were no objections.

The Chair resumed the Business meeting on Friday, 5 November at 1:55 p.m.

11. Board Officers Election

As part of a planned transition, The Chair officially resigned from the office of Chairman of the Board. The President accepted his resignation and asked that a new Chair be elected until the Board’s meeting in January, where the Board will elect its officers.

Mr. Andersen opened nominations for the position of Chair. John Curran nominated Bill Sandiford and Mr. Sandiford accepted the nomination. Mr. Andersen called for further nominations. There were none.

Paul Andersen moved to elect Bill Sandiford as Chairman of the ARIN Board of Trustees, seconded by Tina Morris. Mr. Sandiford was elected ARIN Board Chair by acclamation. Mr. Andersen handed chairing the meeting to Mr. Sandiford.

The Board recognized Mr. Andersen’s service as Board Chair and thanked him for his many years of service to the Board. Mr. Anderson stated it was an honor serving on the Board with its members and the entire ARIN staff.

The Chair opened nominations for the position of Vice Chair. Mr. Andersen nominated Ms. Morris. Ms. Morris accepted the nomination. The Chair called for further nominations. There were none.

Bill Sandiford moved to elect Tina Morris as Vice Chairman of the ARIN Board of Trustees, seconded by Peter Harrison. Ms. Morris was elected ARIN Vice Chair by acclamation.

Lastly, as a point of order Bill Sandiford moved, seconded by John Curran, that:

The ARIN Board of Trustees approves that the composition of its 2021 Standing Committees for the remainder of 2021, and until the Standing Committees for 2022 are appointed, be as follows:

  • Compensation Committee: Bill Sandiford (Chair); Nancy Carter (Treasurer); Tina Morris; with the remainder of 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 motion carried unanimously.

12. Adjournment

The Chair entertained a motion to adjourn at 2:05 p.m. ET. Nancy Carter moved to adjourn, seconded by John Curran. The meeting adjourned with no objections.