Agenda for the Meeting of the ARIN Board of Trustees - 21 November 2022
- Bill Sandiford, Chair
- Tina Morris, Vice Chair
- Bram Abramson, Trustee
- Nancy Carter, Treasurer
- John Curran, President & CEO
- Peter Harrison, 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
- Therese Simcox, Sr. Executive Assistant
- John Sweeting, CCO
- Catherine Middleton, Trustee
- Hank Kilmer, 2023-elect Board Trustee
- Robert Seastrom, 2023-elect Board Trustee
1. Welcome, Agenda and Conflict of Interest Review.
The Chair called the meeting to order at 1:01 pm ET. He welcomed Hank Kilmer as a special observer this month and asked for conflicts of interest disclosure. There were none.
2. Consent Agenda
Approval of the Minutes Exhibit A
ARIN Board Action without Meeting – Confirmation of 2022 ARIN Election Results. (Exhibit B)(Curran)
On October 29, 2022, the ARIN Board of Trustees confirmed by unanimous consent the results of the ARIN 2022 election process, with all Trustees consenting to the action in writing to the motion: “The ARIN Board of Trustees confirms the results of the ARIN 2022 election process.”
2023 Board Meeting Schedule (Exhibit C)
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 if there were any questions. The President went through the dates offered up for 2023 and then asked that the Board look at meeting the Sunday before the ARIN meeting in Tampa in April and the Wednesday before the ARIN meeting in San Diego in October.
Peter Harrison asked about adding a meeting in December to review committee year-end reports. The President stated that that is up to the Board if they feel it would be useful.
The motion carried with no objections.
Robert Seastrom joined the meeting at 1:08 pm ET and was welcomed as a special observer by the Chair.
3. ARIN Committee Reports.
Compensation Committee. The Chair stated that the committee will meet in the next few weeks to review the President’s compensation.
Governance Committee. The Chair asked Peter Harrison to provide an update as the Committee Chair was not on the call. Peter Harrison explained that the Committee met last week and discussed Single Transferrable Vote (STV) recommendations and how to proceed, succession planning for the Board and various Committees, Charter modifications, and moving ahead with Board evaluations.
Mailing List AUP Committee. The Committee Chair stated that there was no update.
Nominations Committee. The Committee Chair stated that for the next Board meeting the Committee would be providing recommendations for changes to the election process and its documents.
Risk and Cybersecurity Committee. The Committee Chair stated that in the most recent Committee meeting there was a review of the Tech Debt, an update given on SOC 2 certification, which has been going smoothly, reviewed the Charter and discussed the AFRINIC situation as related to risk to ARIN.
Finance Committee. The Committee Chair advised the Chair that the Committee would be meeting in early December but no other update.
4. ARIN 401k Update
The COO provided an update to the Board on the operations of the staff 401(k) Investment Committee. The update was added to the agenda in November to provide context for a report that will be provided to the Board in December by the 401(k) Investment Committee. It was noted in a recent Employee Retirement Income Security Act of 1974 (ERISA) training, that is provided annually to ARIN’s 401(k) Investment Committee by outside counsel, that ERISA counsel are recommending at least annual updates to Boards by staff committees as a common practice. The report in December will include an update on the discretionary 401(k) contribution made in accordance with 2022 budget limits, information about quarterly meetings held by the committee, committee adherence to ERISA laws, and other general committee operations information.
5. Quarterly Reports
Activity Report (Exhibit D)
The President highlighted that the PSP as a paid service is now available to all customers. There were enhancements rolled out for the RSA and RPA, Engineering and the CCO team completed the transition to eBallot successfully for 2022 elections, and ARIN is maintaining a strong fiscal performance.
Management Report (Exhibit E)
The President stated ARIN is on track with its objectives and deliverables except for one item, work with the NRO to better define the expected operating environment and governance framework for the RIRs.
Risk Register (Exhibit F)
The President stated that the Register was reviewed with the Risk Committee and noted the top three risks.
The President also noted that the Cybersecurity assessment is still ongoing, and he would be able to better speak to ARIN’s cybersecurity risk level as soon as the first report is received.
Technical Debt Report (Exhibit G)
The President presented the report and ARIN has been working to get all items in the green. At the end of Q3, ARIN is good with most items. The online platform is still being worked and has not yet been completed and will be a focus for 2023. The PayPal service currently in use by ARIN for payments is being replaced with a new service, but ARIN is instead moving to Wells Fargo for credit card processing services; this work will be completed in the coming months.
There was a discussion about historical IPv4 address blocks transactions and asked about the sufficiency of reserves for this specific risk. The President stated that ARIN has set aside resources for this purpose and would like to continue to hold these resources for possible situations in the future, but there needs to be balance between risk mitigation and the need to make them available for reissuance especially as they are resources that ultimately are administered for the benefit of the entire ARIN community. He did note that a report would be provided to the Board in January and this discussion will be important for the Board to determine how they feel about the present strategic reserve level.
Nancy Carter joined the teleconference at 1:38 pm ET.
6. Credit Card Processing Fee Update.
The CFO gave an update on the proposal to charge customers a fee for paying ARIN invoices by credit card. He stated that the 2023 budget includes an offset of credit card processing fees, but during the review of the budget, a question was asked regarding the legality of these charges. He noted that the issue is extremely complex, and the CFO and legal team would continue to look at this issue; however, the proposal of charging these fees during 2023 has been tabled.
Steve Ryan joined the teleconference at 1:45 pm ET.
7. General Counsel Update
The General Counsel provided an attorney-client privileged update on legal matters to the Board.
Steve Ryan left the teleconference at 2:19 pm ET.
8. Open Action Item List
The President provided an update on the action item list for the Board.
9. Trustee Reminders.
Status Update of Harassment Prevention Training for ARIN Staff and Volunteers. The COO provided an update and noted that all staff and elected volunteers, minus one, have completed the training. The one remaining elected volunteer, an AC member, has been communicating with staff and should have the training completed in the next week.
Committee Year-End Reports Due in December. The COO reminded all Trustees that their committee year-end reports are due next month, and they could reach out to staff for support if needed.
10. Any Other Business.
The Chair asked for any other business. There was none.
11. Executive Session.
The Board entered an executive session at 2:27 pm ET.
The Chair entertained a motion to adjourn at 2:59pm ET. Peter Harrison moved to adjourn, seconded by Bram Abramson. The meeting adjourned with no objections.