Meeting of the ARIN Board of Trustees - 19 September 2022
- Bill Sandiford, Chair
- Tina Morris, Vice Chair
- Bram Abramson, Trustee
- Paul Anderson, Past Chair
- John Curran, President & CEO
- Peter Harrison, Trustee
- 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
- Therese Simcox, Sr. Executive Assistant
- John Sweeting, CCO
- Nancy Carter, Treasurer
- Catherine Middleton, Trustee
1. Welcome, Agenda and Conflict of Interest Review
The Chair called the meeting to order at 1:03 pm ET. He asked for conflicts of interest disclosures and there were none. The presence of a quorum was noted even with the two regrets.
The Chair reviewed the agenda with the Board. There were no changes.
2. Consent Agenda
A. Approval of the Minutes (Exhibit A)
B. Results of ‘Discussion Mailing List’ Consultation (Exhibit B)
It was moved by John Curran, and seconded by Peter Harrison, that:
“The ARIN Board of Trustees approves the Consent Agenda as presented.”
The Chair asked that item 7, General Counsel update be made next to accommodate schedules.
7. General Counsel Update.
The General Counsel provided an attorney-client privileged updated on legal matters to the Board.
Mr. Ryan left the teleconference following the General Counsel update.
3. ARIN Committee Reports
Compensation Committee. The Compensation Committee Chair stated that they had previously asked the President to plan his objectives for next year and he has been working on them with the Chair. The Committee Chair also noted that a meeting would be scheduled soon.
Governance Committee. The Chair relayed updates on the Governance Chair’s behalf. The Committee is finalizing the skills matrix, drafting proposal for Board leadership succession, working on conflicts of interest with legal, and waiting on a final report on the consultation for Single-Transferrable-Vote (STV). Once the STV report is received, the Committee will review and present to the Board.
Mailing List AUP Committee. The Mailing list AUP Committee Chair stated there is no update.
Nominations Committee. The Nominations Committee Chair stated that all candidates have been finalized; and the Committee will be meeting next week to finalize recommendations for next year’s committee charter which will also be presented to the Governance Committee.
Risk and Cybersecurity Committee. The Risk & Cybersecurity Chair stated that the Committee has approved a cyber risk register and the risk register will continue to be updated. It was reported that SOC reporting is continuing as planned and that a new item will be added to the risk register about governmental issues.
Finance Committee. The Finance Committee Chair was not in attendance, but the President noted the upcoming meeting on September 29 is for all board members to attend as the budget is the main item of discussion.
4. Credit Card Processing Costs
The Chair suggested that this item be moved to the next meeting due to the absence of the Finance Chair and other Trustees.
5. Transfer Processing Fee
The Chair noted that because this item had been discussed among the Board previously that he felt more comfortable with the Board moving forward with discussion at this meeting. The President presented a memo on different models if ARIN were to charge a fee to recipient organizations upon approval of a transfer and what would be an appropriate fee be to appropriately recover ARIN’s costs. He noted that the importance of these valuable resource transfers has grown. The President also noted that ARIN must act as the steward for the registry and make sure we invest appropriately in the security and integrity given the increased risk. The President is looking for direction from the Board to get into place for Jan 1, and the lead time is about 3-4 months due to the billing/financial updates.
The President stated that these fees have been prepared completely independent of the annual registration service fees. He would prefer to keep these separate but not adverse to combining; however, there is concern about adding resultant confusion when we adjust annual registration service fees. The President noted he is happy to have a conversation about increasing the fees, but felt that this was a good starting position.
There was discussion of the tradeoffs in fully recovering the additional costs versus the potential impact with registrants engaging in more leasing and not keeping the database accurate to avoid the transfer fees. The Board member discussed the messaging surrounding these transfer fees. The President stated that once the Board members agree what will happen, messaging will go out stating the reasons why, including statements about the importance of accurate registry data and the needed investment of cybersecurity to continue ensuring the integrity of the database and related services. It will be very distinct and clear. A Board member recommended giving a heads up to brokers where possible before making this known on a mailing list.
There was a discussion surrounding ARIN’s fees in general and whether they should be periodically reviewed. It was decided that it should be done in the Finance Committee meeting throughout the year, as necessary.
The Chair stated that this work on transfer fees is likely to be approved later once more thought is given to the numbers, but that ARIN staff can start preparing ARIN’s systems to accommodate this upcoming change. The President will present updates to the proposal at an upcoming Board meeting with updated proposed fee figures and details on implementation.
6. Proposed Revision of the ARIN Strategic Direction Statement
(Exhibits D, E)
The President is prepared to move as is but is welcome to members taking time to review.
It was the sense of the Board to discuss it at their next meeting in October when the full Board would be present.
7. General Counsel Update.
This item was discussed earlier in the meeting.
8. Open Action Item List.
The President provided an update on the action item list to the Board.
9. Any Other Business.
The Chair asked for any other business.
- The President asked about the January meeting planning and the Chair asked it to be left with him and then he will circulate with the Board via mailing list.
- Mr. Harrison suggested editorial changes to the Strategic Direction statement to be modified from future tense to present tense along with some examples. The President stated staff will clean those items up for next review.
10. Executive Session.
The Board entered an executive session at 2:24 pm ET.
The Chair entertained a motion to adjourn at 2:48 p.m. ET. Peter Harrison moved to adjourn, seconded by Bram Abramson. The meeting adjourned with no objections.