Agenda for the Meeting of the ARIN Board of Trustees - 19 December 2022

Teleconference

 

Draft Minutes

These minutes are DRAFT. They have been reviewed by the ARIN Board of Trustees prior to posting. These minutes will remain draft until they are reviewed and approved by the ARIN Board of Trustees at their next regularly scheduled meeting.

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
  • Richard Jimmerson, COO
  • Christian Johnson, Vice President, Information Security
  • Brian Kirk, CFO
  • Steve Ryan, Counsel
  • Therese Simcox, Sr. Executive Assistant
  • John Sweeting, CCO

Regrets

  • Einar Bohlin, Vice President, Government

Observers

  • Hank Kilmer, 2023 Trustee Elect
  • Robert Seastrom, 2023 Trustee Elect

1. Welcome, Agenda and Conflict of Interest Review.

The Chair called the meeting to order at 1:04 pm ET. He called for conflicts of interest and there were none. The Chair noted there was quorum.

  • Approval of the Minutes Exhibit A

  • 2022 Board Committee Year End Reports.

    • Governance Committee. (Exhibit B)
    • Mailing List AUP Committee. (Exhibit C)
    • Nominations Committee. (Exhibits D, E)
    • Risk & Cybersecurity Committee. (Exhibit F)
    • Finance Committee. (Exhibit G)
  • Q3 Investment Report. (Exhibit H)

  • Q3 Financial Statements. (Exhibit I)

    It was moved by John Curran, and seconded by Peter Harrison; that:

    “The ARIN Board of Trustees approves the Consent Agenda, as presented.”

    The President noted for clarity that approval of the consent agenda simply meant accepting receipt of the various reports; it does not mean Board adoption of items such as charter updates that might be proposed in the reports – these will be brought to the Board for formal consideration in January.

    The motion carried with no objections and no abstentions.

3. ARIN Committee Reports.

  • Compensation Committee. The Chair stated that the Committee met a week ago Monday and dealt with all open items.

  • Governance Committee. (Exhibit J) The Committee Chair discussed a Board evaluation survey that is hoping to be sent to the current Board by the end of the year. She also discussed that the Committee has been working on a guideline document on succession planning and within this document lies expectations for the Chair, Vice Chair and Treasurer. She stated that the document also discusses Committee Chairs and its Members, and their expectations and successions.

    The President noted that the responsibilities/expectations were very well done and asked if it would be appropriate for staff to formalize these into position descriptions for January adoption by the Board. The Chair concurred and the President noted that it would be brought forward in January.

    The Chair asked the Board members to provide feedback to this document before the January Board meeting. General Counsel followed up that the Board evaluation would go out before the end of the year.

  • Mailing List AUP Committee. The Committee Chair apologized for his tardiness on the year-end report explaining that the report is waiting feedback from one Committee member. He did summarize the Committee’s activities for the year and noted the draft awaiting comments from committee members was provided to the Board as part of this meeting’s materials.

  • Nominations Committee. The Committee Chair went through the NomCom Year End report and noted that the Committee provided thoughts for the upcoming year. The Chair thanked ARIN staff (Jason Byrne, Michael Abejuela, and Erin Alligood) for all of their hard work and feedback.

    The President noted that the suggested changes to Charter and election process are well received, and that staff would incorporate these changes and bring the Charter forward for the January Board meeting but noted that there are tradeoffs in using specific references that can become problematic with any future updates to the Bylaws. The Committee Chair requested that going forward the Charters be posted both in HTML and PDF format. The Committee Chair also noted the addendum to the year-end report includes recommendations for next year and references to inconsistencies in the qualifications in the guidance letter, etc.

    The President noted that the proposed changes will be incorporated in the election processes for 2023, which usually gets adopted in February or March. The President also noted that as it pertains to the Nominee evaluation process, it should be made clear if that is being suggested for future NomComs or if the Board is prescribing a particular approach. As far as the guidance letter, that will be referred to the Governance Committee. There was a discussion about releasing the NomCom report to the community, but it was noted that much of the content will be handled in the normal process of adoption of its recommendations, and the Committee Chair agreed that was sufficient.

  • Risk and Cybersecurity Committee. The Committee Chair discussed the year-end report and reviewed what was accomplished. The President noted that the evaluation of strategic risks was asked to be looked at earlier in 2023 and will be kicked off almost immediately due to the change in Board meeting schedule.

  • Finance Committee. The Committee Chair noted that the Committee met in December and reviewed the Investment report and the Investment Policy Statement (IPS). The IPS will be reviewed and amended early in 2023 and will then be presented to the full Board for approval. She also noted that the Committee reviewed the Q3 financials, the year-end report and charter revision considerations.

4. ARIN Policy Ratifications.

At their meeting on November 17, 2022, the ARIN Advisory Council moved the following two policies for adoption by the ARIN Board of Trustees.

  • ARIN Recommended Draft Policy ARIN-2020-6: Allowance for IPv4 Allocation “Swap” Transactions via 8.3 Specified Transfers and 8.4 Inter-RIR Transfers. (Exhibits K, L, M) The President stated the change in recommended language is primarily clarifying, in the spirit of the policy. The President pointed out the history of this draft policy, the process that occurred, and that it has been well received by the community.

    It was moved by John Curran, and seconded by Peter Harrison, that:

    “The ARIN Board of Trustees, based upon the recommendation of the ARIN Advisory Council, and noting that the ARIN Policy Development Process has been followed, adopts Recommended Draft Policy ARIN-2020-6: Allowance for IPv4 Allocation “Swap: Transactions via 8.3 Specified transfers and 8.4 Inter-RIR Transfers.”

    The Chair asked for discussion. There was none.

    The motion carried unanimously, via roll call vote.

  • ARIN Recommended Draft Policy ARIN-2022-1 MDN Clarification for Qualification. (Exhibits N, O, P). The President described the concept of MDN, Multiple Discrete Networks, and the language that was changed. He provided the history of the policy and that it was well received by the community.

    It was moved by John Curran, and seconded by Peter Harrison, that:

    “The ARIN Board of Trustees, based upon the recommendation of the ARIN Advisory Council, and noting that the ARIN Policy Development Process has been followed, adopts Recommended Draft Policy ARIN-2022-1: MDN Clarification for Qualification.”

    The Chair asked for discussion. There was none.

    The motion carried unanimously, via roll call vote.

(Exhibits Q, R)

At their meeting on December 15, 2022, the ARIN Advisory Council moved the revised PDP to the ARIN Board of Trustees for adoption. The President noted that an extensive process has concluded, and that the revision of the process has gone through a successful community consultation and approval process.

It was moved by John Curran, and seconded by Bram Abramson, that:

“The ARIN Board of Trustees, based upon the recommendation of the ARIN Advisory Council and after review by staff and a successful community consultation, adopts the revised Policy Development Process, as presented.”

The President asked for discussion. There was none.

The motion carried unanimously, via roll call vote.

Tina Morris joined the meeting at 1:55 pm ET.

6. Governance Committee Recommendations.

The President discussed that the Governance Committee has been developing guidance to adopt and implement Single Transferable Voting (STV) for ARIN Board and AC elections. A community consultation was performed that included both the election process change and related Bylaws/Articles change. The President noted that during the consultation that there was no expression against STV but that there was an ask from the community for more information and specificity.

The President recommended the proposed changes to Articles of Incorporation and Bylaws which allow ARIN the flexibility to move forward with STV adoption. He then spoke directly to the adoption and implementation of STV. He noted the report by Dr. Santucci, an expert on voting procedures, and Mr. Harrison’s executive summary of this report. One suggestion for the Board from the President was to allow staff to perform a community consultation on the parameters that have been chosen in STV (i.e., regarding reallocation of votes, droop quota method, etc.)

  • STV Adoption and Implementation. (Exhibit S, S1, S2)

    It was moved by John Curran, and seconded by Tina Morris, that:

    “The ARIN Board of Trustees accepts the recommendation of the Governance Committee to adopt and implement a Single Transferable Vote (“STV”) methodology for the ARIN Board and ARIN Advisory Council elections as soon as practicable.”

    The Chair called for a discussion. Mr. Harrison asked about the proposal of community consultation on voting parameters and its impact on the 2023 elections. The President stated that staff would be moving forward to prepare for STV implementation while waiting for the confirmation from the community consultation on the specifics.

    Mr. Abramson stated his acceptance with the general approach and stated it is a good report. He did have questions relating to the flexibility of changes in the Bylaws and Articles of Incorporation. This change in language would allow the Board to have free rein in the election process. He believed that way of governance was not ideal. The President shared the same concerns, but having said that, it does allow for flexibility of the Board to do the community consultation on a specific STV proposal and either proceed or not based on that input; however, once settled, and proven, then the specific election approach could be enshrined in the Bylaws. He noted that for now we need to leave it open, and this would be considered a transient condition.

    Ms. Morris noted that NANOG is in the same position as ARIN. The NANOG Election Committee is also working on the specificities of STV and feels that the two organizations would benefit from having similarities between the two voting systems. The President noted that ARIN will share all information that is possible regarding STV but will need to check on the sharing of Dr. Santucci’s report.

    Ms. Middleton noted that there is a statement at the end of the STV election summary document about beginning evaluation and testing of a software package to support STV voting in November, but that was postponed until discussion with the Board could occur.

    Mr. Harrison asked a question clarifying the President’s stand on moving forward with changes to the Articles of Incorporation and the Bylaws changes and then doing a consultation on the specific parameters for an STV-based elections process. The President acknowledged that the flexibility in the changes to the bylaws and articles was cited by some in the community as problematic, but still believes that such flexibility is reasonable as a short-term situation while we consider, along with the community, a possible change to STV-based voting.

    The Chair stated that he felt both motions were being brought forth a month early and that a community consultation on a specific STV-based election process needs to happen while staff implementation preparation happens simultaneously. A discussion ensued on changes to the Bylaws and what was consulted with community. The Bylaws change in the recent consultation did not specifically require an STV-based election process; therefore, a new consultation would need to occur if the Board’s desired approach is to revise the Bylaws to require STV.

    A longer discussion occurred on whether to move forward with the motion but wait until the beginning of 2023 to bring forward a community consultation on a specific STV-based election process and proceed with the already proposed and consulted Articles of Incorporation and Bylaws changes. The Board discussed the pros and cons of moving partially forward, wholly forward, or waiting until the Committee could re-evaluate. It was agreed upon that the GovCom will do further work on the Bylaws and Articles of Incorporation language to incorporate STV.

    The original motion to accept the recommendation of the GovCom regarding STV elections was withdrawn by consent of the Board, and the items were remanded back to the Governance Committee for further work to prepare the appropriate consultations.

  • ARIN Articles of Incorporation and Bylaws Changes. (Exhibit T) This item was discussed in conjunction with the STV adoption and implementation.

7. ARIN 401k Annual Report.

(Exhibit U)

The COO stated that he previously mentioned this report would be provided to the Board annually going forward, noting it is a best practice for ERISA (Employee Retirement Income Security Act) compliance. He noted that it was being brought forward for the first time. The report details the management of the 401k program and he noted that he and staff are happy to provide more information or provide more regular reports, as the Board needs.4

8. General Counsel Update.

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

9. Open Action Item List

(Exhibit V)

The President noted that quite a few items had been closed and if there were any questions to follow up directly.

10. Trustee Information Request: Global IPv4 Routing Table Report.

The Chair asked to move this item to the January meeting due to lack of time.

11. Any Other Business.

  • Board Expression of Appreciation.

    “The ARIN Board of Trustees bids farewell to Catherine Middleton and expresses its sincere appreciation for her insight and contributions to the Board. We wish her well in her future endeavors.”

The motion carried by acclamation.

12. Executive Session.

The Board entered an executive session at 3:00 p.m. ET.

13. Adjournment

The Chair entertained a motion to adjourn at 3:10 pm ET. Bram Abramson moved to adjourn, seconded by Peter Harrison. The meeting adjourned with no objections.