Meeting of the ARIN Board of Trustees - 17 November 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

  • Bill Sandiford, Chair

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

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.
  • John Sweeting, CCO

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

The Chair called the meeting to order at 4:01 p.m. ET. The presence of a quorum was noted. The Chair called for comments on the agenda.

There were no disclosures of conflicts of interest reported.

2. Approval of the Minutes

(Exhibit A)

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

“The ARIN Board of Trustees approves the Minutes of October 27, 2021, as written.”

The Chair called for discussion. There were no comments.

The motion carried with no objections.

3. ARIN Q3 Financial Report

(Exhibit B)

The CFO presented the financial reports: Statement of Financial Position, Statement of Activities and the Statement of Cash Flows.

A question was asked about purchase and reinvestment of investments and the CFO explained further about reinvesting dividends. The Treasurer noted that she actively asks about comprehensive leave. The President reiterated that ARIN has continued to encourage staff to take their annual leave. A question was asked about accrual of leave for employees and the President stated ARIN’s policy.

4. Update on Results of Membership Structure Consultation

The consultation has been extended to 29 November and the President stated that he felt ARIN should use the full 30 days of consultation. The President noted that much of the discussion has been around the addition of the 100-organization minimum petition threshold and that was not essential to the membership structure change. He also noted that concerns have been raised regarding the 1 year waiting period after missing elections and losing general member status.

The Chair stated that the Board would continue to see how the consultation plays out in the community and looks forward to the discussion in December.

5. Update on Results of 2021 Election

(ended 12 November)

The Bylaws require that the Board confirm the election process. The President presented his previous email to the Board about the Election results.

It was moved by John Curran, and seconded by Paul Andersen, that:

“The ARIN Board of Trustees confirms the results of the ARIN 2021 election process.”

The Chair called for discussion. Congratulations were made to Peter Harrison on his re-election to the Board. The President also noted that, following the Board’s traditional practice, he will invite the new Board member to join the Board as an observer in the interim until their term starts in 2022. The Board agreed and accepted.

The motion carried unanimously with no objections.

6. ARIN General Counsel Update

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

7. ARIN Board Open Action Item Review

(Exhibit C)

The President reviewed the list of open action items with the Board. A question was asked about improving the accessibility of Board documents. The President stated that staff is working to have everything current and archived moved in early 2022. The question was raised of whether this will allow omitting exhibits on Board meeting announcement emails. He also noted that the emails are formal Board meeting notices, and we will need to confirm legal compliance before dropping these files off the meeting announcement emails.

8. Governance Working Group Recommendations

The Board reviewed progress on several proposals for changes to ARIN’s governance processes and provided feedback. The Board also gave unanimous approval for initiating a community consultation to establish Trustee term limits.

9. Any Other Business

The Chair called for any other business and there was none

10. Adjournment

The Chair entertained a motion to adjourn at 6:05 p.m. Tina Morris moved to adjourn. The meeting adjourned with no objections.