Meeting of the ARIN Board of Trustees Meeting - 24 April 2022

Nashville, TN

 

Attendees

  • 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

ARIN Staff

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

1. Welcome, Agenda and Conflict of Interest Review

The Chair called the meeting to order at 3:01 p.m. CT. The presence of a quorum was noted.

The Chair reviewed the agenda with the Board. There were no changes. No conflicts of interest were disclosed.

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 March 21, 2022, as written.”

The Chair called for discussion. There were no comments.

The motion carried with no objections.

3. ARIN Committee Reports

  • Compensation Committee. The Chair noted the Compensation Committee will convene for a regularly scheduled committee meeting on Monday, April 25 at 4:15 p.m.

  • Governance Committee. The Committee Chair stated that the Committee met earlier in the day. In that meeting, they worked on documents that were being brought to this Board meeting for review, specifically the Bylaws, Nominations Committee Charter, and Election Processes. The Committee also discussed and will update the skills matrix template and will seek input from the Board members to prepare the 2022 skills matrix. The Governance Committee Chair noted that the Committee will develop a draft letter providing guidance from the Board to the Nominations Committee and lastly, the Governance Committee will recommend Board development activities for the August Board meeting.

  • Mailing List AUP Committee. The Committee Chair indicated there have been no mailing list incidents necessitating new activity for the Committee.

  • Nominations Committee. The Committee Chair supplied a written report but let the Board know that the Committee has been working with the Governance Committee on the Charter. There has also been a discussion on the trustee skills matrix. Work on the election process document and the questionnaire are also underway. The Committee is also discussing the work with our 3rd party vendor organization that does trustee nominee background checks and expanding the items related to the new process.

  • Risk & Cybersecurity Committee. The Committee Chair has informally solicited input from the other Board members on a revised version of the Risk Register developed with input from the President and the VP of Information Security. Recommendations from Board members have been consolidated in an updated draft that will be presented to the Board soon. The Committee has also been looking at the Tech Debt report and there have been conversations about rolling this reporting in to the Risk Register at the end of this year.

  • Finance Committee. (Exhibit B) The Committee has finished the review of the audit results with our financial auditing firm during their recently held meeting. The Committee has also been looking at the process for special investments.

4. Presentation of the ARIN 2021 Audit Report.

(Exhibit C, Exhibit D)

The Treasurer asked the CFO to present the Audit report. He briefly went through the Statement of Financial Position and Statement of Activities. The CFO presented the audit wrap-up report from BDO and noted that there were not reported internal control weaknesses or deficiencies, and that ARIN received a clean audit opinion.

Both the Treasurer and CFO were happy with the audit and appreciated the good work and communications not only with BDO but with the internal ARIN team.

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

“The ARIN Board of Trustees hereby accepts the 2021 Auditors Report and 2021 Audited Financial Statement, as presented by the ARIN Finance Committee.”

The Chair called for discussion. There were no comments.

The motion passed unanimously, via a roll call vote.

5. Update to the ARIN Finance Committee Charter.

(Exhibit E, Exhibit F)

The Treasurer stated that the Charter was updated with the changes requested by the Board: risk was removed from the Charter as it is now in the Risk & Cybersecurity Committee, the reporting responsibilities were updated with these changes, and the Section 4.0 Committee Logistics was added.

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

“The ARIN Board of Trustees adopts the Finance Committee Charter, as written.”

The Chair called for discussion. There were no comments.

The motion carried unanimously with all in favor.

6. Appointment of additional Trustee to the Finance Committee

The Board Chair mentioned that as most Board members were aware, Peter Harrison had stepped down from the Finance Committee due to his many other Board commitments. The Board Chair and Vice Chair had a discussion and the Vice Chair agreed to sit on the Finance Committee.

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

“The ARIN Board of Trustee appoints Tina Morris to the ARIN 2022 Finance Committee.”

The Chair called for discussion. There were no comments.

The motion carried unanimously with all in favor.

7. Adoption of ARIN Advisory Council Standing Rules & Special Rules of Order

(Exhibit G, Exhibit H)

At their meeting on 17 March 2022, the ARIN Advisory Council unanimously agreed to the revisions of their Standing Rules and Special Rules of Order. Revisions to this document require the adoption of the Board, as the Advisory Council is advisory to the Board. The change was made to alter the date of scheduled meeting notifications with at least 7 days’ notice. This provides the AC a bit more flexibility in their meeting planning.

It was noted that throughout the document the Chair is referred to as the ‘Chair’. On Page 2 it appears as ‘Chairman’. It was requested to be changed for consistency.

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

“The ARIN Board of Trustees adopts the ARIN Advisory Council Standing Rules and Special Rules of Order, as revised.”

The Chair called for discussion. There were no comments.

The motion carried unanimously with all in favor.

8. ARIN Election Process Changes

(Exhibit I, J)

The Governance Committee Chair presented a summary of the recommended changes for a series of documents for this agenda item and for the two following agenda items that are related. The General Counsel stated that it is the intention to provide these documents for acceptance at or before the May Board meeting. He then began to go through all the redlined aspects of the Process changes document. The Election Process changes track closely with the Nomination Committee Charter changes. The Nominations Process includes the addition of a residency requirement, but it was noted that had not previously been included in a consultation with ARIN members. It was raised by the President that the Board may want to hold on including new residency language until after specific consultation can be held with membership on that topic.

A discussion arose on the residency issue, and it was agreed that language mentioning residency would be stricken from the document at this time, as it is preferred that change be included in a consultation with the membership before considering that change.

The General Counsel highlighted changes in the election slate development process and nominations petitions. There was a discussion regarding qualifications and petition submissions. There was also discussion about planned implementation of the updated model for evaluating nominees and reporting the results to the membership.

The President recommended moving forward for adoption with approved amended language from the Board. It was agreed that the document would be edited as discussed at this meeting and then sent to the Board for adoption via the Board’s mailing list.

A last question was posed to the Board to determine if any Trustees object to the Nominations Committee providing a ratings explanation to the nominees following Committee’s evaluation. There were no objections.

9. Nomination Committee Charter Change

(Exhibits K, L)

The Chair asked for any questions regarding this specific document knowing that it had many correlations and changes tied into the previous Election Processes document. Mr. Abramson highlighted the main changes to the document: language change from assessing to classifying, the removal of personal information after use, and then he went through the classification systems.

There was a question asked regarding the terms allowed to serve on the Nominations Committee stipulated in the Charter. After a brief discussion it was agreed that the word ‘consecutive’ would be added in front of ‘four-year terms’.

The Board Chair called for a short recess at 4:45 p.m. CT. The Chair reconvened the meeting at 4:57 p.m. CT.

10. ARIN Bylaw Changes

(Exhibit M, N)

The General Counsel presented the Bylaws changes that also tie in with the previously discussed documents. He noted there was also some general clean up made in the document. He noted the change to self-nomination. Another large change was in Article VI, Composition with provisions to add Board members over the next few years, and eliminate the appointed seat option.

The General Counsel pointed out the Standing Committees and Special Committees sections and he stated that in the Governance Committee meeting, it was asked that a list of Standing Committees be included with no detail, as they are detailed in each respective Charter. It is important to note that the Nominations Committee would now change to be a Standing Committee rather than a Special Committee.

The General Counsel referenced an extensive conversation in the Governance Committee regarding the terms of service and he read the new language that was agreed to in that Committee meeting. He noted that the language is very specific for a reason and focuses on eligibility to serve. It was understood from the consultation that the clock started now. The General Counsel will work on updating the language regarding limits on terms of service for the proposed Bylaws changes.

11. Update on ARIN SharePoint

(Exhibit O)

The COO presented the updated memo and stated to the Board that a member of our user interface design team and the Executive Coordinator would continue the work on the Board SharePoint site. All files will appear in folders on that SharePoint drive as laid out in the memo.

12. General Counsel Update

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

13. Open Action Item List

(Exhibit P)

The President provided an update on the action item list to the Board. No concerns were raised.

14. Any Other Business

The Chair asked for any other business.

  • The timing of moving the Governance Committee document changes forward was discussed. After discussion, the Chair specified that the Elections Process and Nominations Committee Charter would be done via email. Redlined Bylaws changes need to be made by this Thursday with timely notice be provided to the Board to allow the adoption of new Bylaws at the next Board meeting.
  • The President stated that the Advisory Council is bringing forward some recommended changes to the Policy Development Process (PDP) that will very likely be presented at the next Board meeting.
  • The Chair of the Risk & Cybersecurity Committee stated that the Committee will make sure to align the Technical Debt and Risk Register reports with the Board calendar in the future.

15. Executive Session

The Board entered an executive session at 6:11 p.m. CT. They exited the session at 6:42 p.m. CT.

16. Adjournment

The Chair entertained a motion to adjourn at 6:42 p.m. CT. Nancy Carter moved to adjourn, seconded by Tina Morris. The motion carried unanimously.