Meeting of the ARIN Board of Trustees - 15 December 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

Observer

  • Bram Abramson, 2022 Trustee Elect

ARIN Staff

  • Michael Abejuela, General Counsel, Secretary
  • Alyssa Arceneaux, Executive Coordinator, Scribe
  • Einar Bohlin, V.P. Government Affairs
  • Richard Jimmerson, COO
  • Christian Johnson, V.P. Information Security
  • Brian Kirk, CFO
  • Steve Ryan, Counsel
  • Thérèse Simcox, Sr. Executive Assistant
  • John Sweeting, CCO

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

The Chair called the meeting to order at 4:02 p.m. ET. The presence of a quorum was noted.

The Chair reviewed the agenda with the Board. There were no comments. There were no disclosures reported.

  • Approval of the November minutes (Exhibits A, B)

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

“The ARIN Board of Trustees approves the Minutes of 4 November 2021, and 17 November 2021, as presented”

The Chair called for discussion. There was none.

The motion carried with no objections.

  • ARIN Board Committee & Working Group Year-End Reports – Reports and any recommended Charter changes due by December 31. Associated Charter edit recommendations typically reviewed by Board in their January meeting.

    • Compensation Committee
    • Finance Committee - completed early (Exhibit C)
    • Mailing List Acceptable Use Policy Committee
    • ARIN Board Governance Working Group (Exhibit D)
  • Operations Items

    • Registration Services Department (RSD) Audit Report (Exhibit E)
    • Post-Pandemic Workforce Strategy Memo (Exhibits F, G)
  • Outstanding ARIN Board Expense Reports (Exhibit H)

    • The President noted that all expense reports were received prior to the Board meeting.

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

“The ARIN Board of Trustees approves the Consent Agenda as presented.”

The Chair called for discussion. The President also noted Board will shortly be able to access the agenda and exhibits via the Board SharePoint OneDrive and that will eliminate the need to enumerate exhibits and any possible confusion caused by the approach during agenda changes.

The motion carried with no objections.

3. 2021 Employee Risk Perception Survey Report

(Exhibit I)

The President noted that the CFO previously presented this report to the Finance Committee, and that it contains the raw/unfiltered comments as expressed by employees who responded. The CFO, Mr. Kirk, addressed the Board on the findings of the survey, indicating he and Mr. Jimmerson answered many questions during theFinance Committee meeting. One specific item that drove much of the conversation was an employee comment raising a concern about RSD handling of specific tickets.The President outlined a plan to address the concern and had Mr. Sweeting, the CCO, go into more detail about what sort of ticket to which the comment likely was referring, noting that RSD works with legal to ensure everything is done correctly. However, this does show the importance of doing the employee risk survey, as no employee should have concerns left unaddressed about RSD processes for handling difficult tickets

The Board asked a question about whether the issues from the employee risk perception survey would be added to the Risk Register. The major concerns expressed were with cyber security, tech debt and clarity/consistency of Board communications on priorities. The President stated that several of these are acknowledged issues being worked and already on the risk register, for example theTech Debt initiative is already underway with quarterly reporting. Cyber security concerns are being addressed jointly by the GWG and the hiring of the VP of information Security. The President noted that a new Risk Register item regarding Employee Risk Perception was warranted and would add such.

The document gives the impression that the staff is overworked in certain areas. The President feels the same undertone and there are many potential development items that the staff has put forward that haven’t been resourced in the past, and ARIN may need to invest internally on automation specifically sooner rather than later.

The Board members appreciate the candor of the report and the staff’s frankness on the comments. The President states that this type of survey should continue to be done annually.

4. ARIN Membership Structure Consultation Update and Bylaws Amendment (President)

(Exhibits J, K, L)

The President summarized the membership structure consultation and noted that there was support moving forward, but also two requests for changes in how general membership is handled that warrant consideration first that members could abstain from voting and maintain their general membership status. Additionally, there were questions about the need for members losing general membership status to have to wait one year before reapplying. After extensive discussion, the President moved an amended membership structure and Bylaws change that allows one’s membership status not to be affected if actively abstaining from voting, and removing the waiting period to reapply after losing general member status.

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

“The ARIN Board of Trustees adopts the new membership structure by amending the ARIN Bylaws with the language as revised.”

The motion carried unanimously, via roll call vote.

The President noted that he would make changes to the announcement to conform with the Bylaws changes that were adopted.

5. GWG Recommendations Presentation. (GWG Chair)

(Exhibits M, N, O)

The Chair turned over the presentation to the GWG Chair, Ms. Carter. She stated that the GWG took the consultations and revised the wording per the previous feedback from the Board. These consultations were: implementing single-transferrable-vote (STV), elections and communications, and Board size.

The GWG is looking for the Board’s support for these consultations to go to the Community but is still unclear on whether the STV consultation affects the Bylaws and therefore whether it would need a 30-day consultation. The President stated that the Board Size and Elections and Communications can implement on their own without community consultation. However, the change to voting system in the STV proposal does come in contact with the Articles of Corporation and Bylaws because of VA law and it will be necessary to have a community consultation with 30-day notice.

The General Counsel stated that if the Board wants to implement STV post-consultation, then it would need to include language for the Bylaws change in the consultation. If the Board, just wanted to put the theory of STV out to the community then it is not necessary to include the Bylaws language.

A question was asked if the recommendations could move forward today. The Board stated their intent to go with an STV consultation that would allow implementation after, so it needs to include the Bylaws language. The proposed amendment could be given to the Board by the end of the week and would start the 15-day Board notice requirement before the vote to proceed with consultation.

There was a discussion on including Board Time Commitments on the Board size consultation. Board members appreciated this information being included so that it was clear to the Community

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

“The ARIN Board of Trustees approves initiating community consultation on elections and communications and increasing the size of the ARIN Board of Trustees.”

The Chair called for discussion. A question was asked about the Bylaws changes and the implementation of the STV consultation. The Chair stated that this motion does not deal with either of those directly and would look to staff to come back to the Board with the proper Bylaws wording. Ms. Carter emphasized that once the STV updates had been made, the other two consultations, voted on by the Board today, would move for consultation.

The motion carried unanimously.

The GWG Chair took a moment to thank the Board.

6. Legacy Services Strategy Proposal. (President)

(Exhibit P)

The President presented a proposed strategy for services for non-contracted legacy resource holders, noting that it was informational at this time and would require in-depth consideration in the coming year.

7. IETF Endowment Update. (President)

(Exhibit Q, R)

The President reiterated that ARIN pledged $2 million to the IETF Endowment in 2016 -contributing $1 million against that pledge at that time and noting it would make a further contribution in conjunction with other organizations. The IETF has re-launched their endowment with clearer contribution matching from ISOC and is now seeking additional contributions under that framework. The President noted the need for any external funding to be reviewed by the Finance Committee, and suggested that was the appropriate next step.

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

“The ARIN Board of Trustees refers the matter of a potential follow-on contribution to the IETF Endowment to the ARIN Finance Committee.”

The Chair called for discussion. There was none.

The motion carried unanimously.

8. Appointment of the ARIN 2022 NRO EC Board Observer. (President)

The President stated that each RIR can appoint a Board Observer to attend the NRO EC’s meetings and it is generally the Board Chair. It would be timely to appoint one at this time.

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

“The ARIN Board of Trustees appoints Bill Sandiford as ARIN’s 2022 NRO-EC Board Observer.”

The Chair called for discussion. No further discussion.

The motion carried. Bill Sandiford abstained.

9. Covid-19 and ARIN January 2022 Face-to-Face Board and ARIN AC Meetings. (President)

The Board had a privileged discussion surrounding Covid-19 regarding ARIN meetings.

10. ARIN General Counsel Update.

The General Counsel provided an attorney-client privileged update on legal matters to the Board.

11. ARIN Board Open Action Item Review. (President)

(Exhibit S)

The President provided an update on the action item list to the Board. He stated that work has started on all the remaining items.

12. Any Other Business

  • Introduction of Christian Johnson to the Board. Mr. Jimmerson made a short introduction and then turned it over to Mr. Johnson who provided a brief self- introduction.

On behalf of the Board, the Chair welcomed Mr. Johnson to the ARIN team.

  • Board Expression of Appreciation. It was moved by Bill Sandiford, and seconded by John Curran, that:

    “Be it Resolved, the ARIN Board of Trustees hereby expresses their sincere appreciation to Paul Andersen for his many years of dedication and service to the ARIN Board and ARIN Community. The Board looks forward to working with Mr. Andersen in 2022 as he will hold the Office of Past Chair, providing advice and guidance when needed.”

The motion passed by acclamation.

13. Adjournment.

The Chair entertained a motion to adjourn at 6:04 p.m. Paul Andersen moved to adjourn, seconded by John Curran. The meeting adjourned with no objections.