Special Meeting of the ARIN Board of Trustees - 5 January 2022
- Bill Sandiford, Chair
- Tina Morris, Vice Chair
- Bram Abramson, Trustee
- Nancy Carter, Treasurer
- John Curran, President & CEO
- Peter Harrison, Trustee
- Catherine Middleton, Trustee
- Paul Andersen, Past Chair
- 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. Executive Assistant
- John Sweeting, CCO
1. Welcome, Agenda Review & Disclosure of Conflicts of Interest
The Chair called the meeting to order at 4:09 p.m. ET. The presence of a quorum was noted and there were no conflicts of interest noted.
2. Election of Officers
The President stated that due to our Bylaws, the Board must elect officers during the first Board meeting of a New Year.
Chair: The President opened nominations for the position of Chair. John Curran nominated Bill Sandiford. The President asked Bill Sandiford if he would serve if elected. Bill Sandiford stated he would serve, and accepted the nomination.
The President called for further nomination. There were none. The President called for objections. There were no objections though Bill did abstain. Bill Sandiford was elected Board Chair by acclamation.
The President handed the meeting to the Chair.
Vice Chair: The Chair opened nominations for the position of Vice Chair. John Curran nominated Tina Morris. The Chair asked Tina Morris if she would serve if elected. Tina Morris stated she would serve, and accepted the nomination.
The Chair called for further nominations. There were none. The Chair called for objections. There were none. Tina Morris was elected Board Vice Chair by acclamation.
Secretary: The Chair opened nominations for the position of Secretary. John Curran nominated Michael Abejuela. The Chair asked Michael Abejuela if he would serve if elected. Michael Abejuela stated he would serve, and accepted the nomination.
The Chair called for further nominations. There were none. The Chair called for objections. There were none. Michael Abejuela was elected Board Secretary by acclamation.
Treasurer: The Chair opened nominations for the position of Treasurer. John Curran nominated Nancy Carter. The Chair asked Nancy Carter if she would serve if elected. Nancy Carter stated she would serve, and accepted the nomination.
The Chair called for further nominations. There were none. The Chair called for objections. There were none. Nancy Carter was elected Board Treasurer by acclamation.
3. Approval to Proceed with Community Consultation on Proposed Amendments Regarding Voting System.
(Exhibits A, B, C).
The President stated that this is a recommendation that came out of the Board Governance Working Group (GWG) for a change to the election process for ARIN. To enact this change, two things need to happen: a change in the Bylaws and a change in the Articles of Incorporation. The consultation plus the two changes have been attached as exhibits.
This is an initial approval of the proposed change that will trigger the community consultation and 4/5 vote is required to pass. This is not adoption but rather puts the matter before the community for consultation.
It was moved by John Curran and seconded by Nancy Carter, that:
“The ARIN Board of Trustees provides its initial approval for the proposed amendment of the Articles of Incorporation, proposed amendment of the ARIN Bylaws, and issuance to the community of the associated consultation on the proposed change to ARIN’s voting system.”
The Chair called for comments. A question was asked of the General Counsel regarding the Virginia Non-stock corporation act. The General Counsel noted the statute defaults to plurality vote but allows for other methods of election if stated in the Articles of Incorporation and the Bylaws. The President elaborated on the flexibility of the Board, and that the history of ARIN is such that originally members had very little involvement in Board selection but over time it has evolved to provide for member election of directors and consultations on significant bylaw changes and any change to the Articles of Incorporation.
Mr. Andersen noted that the Board has not edited the Articles of Incorporation as they have not been touched in 24 years. Should ARIN make other changes while they are open? The President stated that there are a few statements that could be updated but there is no urgency to clean up the articles and for now, he supports leaving them as-is at the present time other than the proposed amendments if supported by the community.
Ms. Middleton suggested one editorial change to the consultation, the Board agreed with this change. Mr. Abramson inquired about a previous suggestion of including reference videos in the consultation. The General Counsel stated that it was discussed previously and decided not to be included in the consultation itself, due to certain legal concerns and attribution. The Board members may provide reference materials, including online pointers to explanatory videos, to learn more about the consultation in response to community questions. Mr. Harrison stated he would be happy to put together a very short FAQ document that he would post directly after the consultation was sent to the community that would include links to videos further explaining the Single-Transferable-Voting (STV) process.
ARIN staff will post the consultation promptly after Board approval today, and the consultation will be out for 30 days and should wrap up by the first week of February. The Nominations and communications consultation would follow and then the Board size consultation.
The motion carried unanimously, via roll call vote.
4. Any Other Business
The Chair called for any other business.
The President provided an update on ARIN COVID travel protocols and related safety information for January in-person meetings. With the surge of the Omicron variant, the ARIN Chantilly HQ office was closed just prior to the holidays and a new travel policy has been instituted that requires ARIN staff to be travel-qualified by providing “fully-vaccinated” status (per CDC guidelines) to ARIN’s HR department before being allowed to travel on behalf of ARIN. The President would strongly advise the same policy for ARIN volunteers (Board, AC, and NRO NC members) to be travel qualified but opted not to make such a decision without discussing it with the Board first. Unless he receives any objections, he would be extending the same travel-qualified program to ARIN volunteers (ARIN Board, ARIN AC, ARIN NRO NC). There were no objections from the Board.
The President raised the issue of the in-person Board meeting in Miami on January 24 and 25 and AC meeting in San Diego later that week. There is a trend to require attendees of conferences and meetings to perform an antigen test before being allowed to attend in person. ARIN has obtained a supply of antigen tests and he proposes that each AC/Board member take their own Covid PCR or antigen test, or the antigen test provided by ARIN, before attending an in-person meeting. These are self-administered tests that ARIN would make sure are available at the meeting hotel for arriving attendees. Ms. Carter noted that she would prefer if the meeting would be held fully remote so that all participants have the same experience. Mr. Andersen asked if there is a chance to postpone. The Chair will talk to each Board member individually before the final decision is made about the Board in-person meeting, and will liaison with the ARIN AC Chair as needed regarding the in-person AC meeting.
The President brought forward an issue in assuring a safe community environment as specified in ARIN’s Standards of Behavior. ARIN has adopted formal Harassment Prevention training program for our staff and community volunteers, and all volunteers (ARIN Board, ARIN AC, ARIN NRO NC) have completed this training with the exception of one. ARIN received feedback that such training is redundant with training that people already receive in their day job and should not be an ARIN requirement. At this time, we have not enforced it as a strict requirement, but the President noted that ARIN will need to clarify one way or the other whether the harassment training should be a requirement of its volunteers.
The Chair moved to adjourn at 4:51 p.m. ET, seconded by John Curran. The meeting adjourned with no objections.