Meeting of the ARIN Board of Trustees - 16 May 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, Vice President, Government
- Richard Jimmerson, COO
- Christian Johnson, Vice President, Information Security
- Brian Kirk, CFO
- Steve Ryan, Counsel
- John Sweeting, CCO
1. Welcome, Agenda and Conflict of Interest Review
The Chair called the meeting to order at 1:04 pm ET. The presence of a quorum was noted, and no conflicts of interest were disclosed.
The Chair reviewed the agenda with the Board. There were no changes.
2. Approval of the Minutes
It was moved by John Curran, and seconded by Bram Abramson; that:
“The ARIN Board of Trustees approves the Minutes of April 24, 2022, as amended.”
The Chair called for discussion. It was noted that an action hadn’t been recorded regarding communication of the Mailing List AUP Committee composition, and a change was made in reference to the General Counsel with respect to the Governance Committee.
The motion carried with no objections.
3. ARIN Committee Reports
Compensation Committee. The Board Chair stated that a meeting occurred at the ARIN 49 meeting in Nashville. A few items were discussed with the President, and another compensation committee meeting will be held soon.
Finance Committee. The Finance Chair stated that the committee met last Thursday and went through the Q1 Investment results. They were lower due to market conditions and the committee is keeping a watch on the investment allocations. The committee also reviewed the Q1 Financial Statements, and everything is looking on budget except for the investment results. The IETF endowment was discussed at length but is still a working item for the committee and will be continued to the next meeting.
Governance Committee. The Governance Chair noted the circulation of two work products that the committee has completed since their last meeting but will go through these during later agenda items. It was noted that the committee has received a report back from the consultant regarding single transferable vote (STV) but there were additional follow-up questions, and the committee is now awaiting answers to those.
Mailing List AUP Committee. The Mailing List AUP Chair noted the committee has been constituted and a meeting is being scheduled.
Nominations Committee. The Nominations Chair noted that the Nominations Committee Charter, Election Process document, and Bylaws changes were all reviewed. Additionally, in collaboration with the Advisory Council (AC), the committee is waiting for a guidance letter from the AC and requests the draft Board guidance letter be shared. It was noted that the election forum process is not documented but that should probably be included for the 2023 election process. Lastly, the committee has received documentation from the 3rd party vendor regarding the background check process that needs to be reviewed.
Risk and Cybersecurity Committee. The Risk & Cybersecurity Chair noted the committee has started its annual review of ARIN’s strategic risk profile which will be completed and presented at the June meeting. Two meetings were held in early May to conduct the annual review and review the risk register format. Another meeting will be held to finalize the annual review for the June presentation to the Board.
4. ARIN Quarterly Reports Review
(Exhibits B, C, D, E)
The President presented the quarterly reports.
Q1 Activity Report: He stated that ARIN has been making progress according to plan and its looking positive for Q1. ARIN closed its non-authenticated IRR service thus resolving a long-term tech debt item, brought on a VP of Information Security, is working towards SOC 2 certification, restructured the HR Department to bring on an additional HR generalist and better focus support not only on staff but also ARIN’s volunteers (including Board), and is looking to the future and preparing for a general office reopening.
He stated that the new fee schedule was rolled out successfully. The Premiere Services Plan (PSP) was to be announced and available by Q2, but instead will be announced Q2 with availability in Q3 (to better integrate into the billing system.)
He noted that more number resources continue to come under agreement as we are seeing a surge in LRSAs. The driver appears to be retirement of the non-authenticated IRR service.
The President shared that ARIN invoices have been revamped to be more helpful and that we have completed the engagement with a leasing vendor for capital purchase financing.
Q1 Management Report: The President stated that ARIN is on track with its 2022 key objectives, except for the PSP, which as previously noted will move from Q2 to Q3 due to billing integration. The President mentioned that one additional objective, working with the Number Resource Organization (NRO) to better manage joint expectations, is making progress; for example, there is an addendum to the NRO agreement to better define joint Internet number registry requirements but may not make further progress this year depending on RIR status. Lastly, he called out ARIN’s cybersecurity effort and while working SOC 2 preparation and certification now, he noted that there may be issues that arise during that process that cannot be resolved by end of year.
Q1 Risk Register: The Risk and Cybersecurity Committee is working hard to make the register easy to read and consume.
A question was asked about the service impact of technical debt not showing up where cybersecurity risk does. The President stated that the cybersecurity risk includes many other items, and that the tech debt may have been a contributor but now is very low. It does relate to a question that the Risk & Cybersecurity committee has been discussing - as the tech debt is now manageable, should that report go to the committee and only be shared with the Board when larger issues arise. With no comments, the Risk & Cybersecurity Chair indicated that he would proceed accordingly and bring tech debt issues to the Board only when there are developments.
Q1 Technical Debt Report: The tech debt being tracked by their individual platforms was noted as helpful. Another question was asked about the strategic implications of each tech debt. The President stated that the tech debt at this time is not a strategic item for the Board given its progress, but its remediation should continue to be monitored by the Risk & Cybersecurity Committee.
A change was asked to have the dashboard appear at the beginning of the report as it appears to be the executive summary. The President agreed and will make the change.
5. Adoption of Changes to the ARIN Bylaws
(Exhibits F, G)
It was moved by John Curran and seconded by Bram Abramson; that:
“The ARIN Board of Trustees, having been provided fifteen (15) days’ notice of revised ARIN Bylaws on 1 May 2022, adopts the revised ARIN Bylaws, as discussed.”
The General Counsel stated that this document was the culmination of all previous reviews and comments. The Chair asked for the General Counsel to run through the larger updates that are presented in the document. The General Counsel noted the following: with ARIN moving to a self-nomination process the submission of nominations was removed; due to increase in the size of the Board, the option of an appointed seat was removed; a section on eligibility was added, standing committees are listed but descriptions are left to their charters, and lastly updates were made to terms and limits on terms of office. One typo was noted for a duplicate letter and was corrected.
The President stated that the bylaw change announcement to the community will contain explanatory material. He is happy to send announcement information to the Board before putting out to the community.
One last question was asked about the 2025 implementation date and would that include the election of 2025. The General Counsel noted that the 2024 election cycle would be impacted by that 2025 implementation date - eligibility to serve verse time served.
The motion carried, via a roll call vote, with all in favor.
6. Adoption of Updated ARIN Election Process
(Exhibits H, I)
The CCO, along with the General Counsel, went through the document with the Board. A few editorial additions and changes were made to the document based upon the most recent version. There was a discussion on the whether to include the classifications in the election process. It was decided to avoid duplication of the classifications as they were not necessary in the process and already well-defined in the Nomination Committee Charter. The process was changed to remove reference of the specific candidate classification language.
The General Counsel stated that a new section was added regarding quorum and is working in conjunction with the direct wording from the ARIN Bylaws.
It was moved by Catherine Middleton, and seconded by John Curran; that:
“The ARIN Board of Trustee adopts the updated ARIN Election Process, as amended in discussion.”
The Chair called for discussion.
The motion carried unanimously with all in favor.
7. Adoption of ARIN Nomination Committee Charter
(Exhibits J, K)
It was moved by John Curran, and seconded by Bram Abramson, that:
“The ARIN Board of Trustees adopts the ARIN Nomination Committee Charter, as amended in discussion.”
The Chair called for discussion. Again, it was noted to highlight the high-level changes that were proposed. It was stated that the entirety of the document was edited to move more towards an ABA-like candidate review process and to better describe the Nominations Committee, their selection process and change to a standing committee. Lastly, the charter contains a few editorial changes that were presented and on which all Board Members agreed.
The motion carried unanimously with all in favor.
8. General Counsel Update
The General Counsel provided an attorney-client privileged update on legal matters to the Board.
One Board Trustee exited the Board meeting at 3:01 pm ET due to a conflict.
9. Premier Services Program (PSP) Update
(Exhibits L, M)
The President stated that ARIN’s PSP is going well as originally launched but now it is time to extend to all members. He proposed a pricing plan and stated the resource requirements as well as how the increase will affect the ARIN staff.
He asked for the Board’s support to move forward with the announcement to the community, and there were no concerns expressed.
10. Open Action Item List
The Chair noted that the existence of the item in the Board package was viewable by all members and that it would be formally presented at the next meeting.
11. Any Other Business
The Chair asked for any other business.
- It was asked if the Chair would note for the Board members that feedback is required from Board members for the Nomination Committee guidance letter.
12. Executive Session
The Board entered an executive session at 3:12 pm ET.
A motion to adjourn was made at 3:30 pm ET by Tina Morris, and seconded by Peter Harrison. The motion carried unanimously.