Meeting of the ARIN Board of Trustees - 18 July 2023

Teleconference

 

Attendees

  • Bill Sandiford, Chair
  • Tina Morris, Vice Chair
  • Nancy Carter, Treasurer
  • John Curran, President & CEO
  • Peter Harrison, Trustee
  • Hank Kilmer, Trustee
  • Robert Seastrom, Trustee

ARIN Staff

  • Michael Abejuela, General Counsel, Secretary
  • Erin Alligood, Chief Human Resources Officer
  • Alyssa Arceneaux, Executive Coordinator, Scribe
  • Einar Bohlin, Vice President, Government Affairs
  • Richard Jimmerson, Chief Operating Officer
  • Christian Johnson, Vice President, Information Security
  • Brian Kirk, Chief Financial Officer
  • Steve Ryan, Consultant
  • Therese Simcox, Sr. Executive Assistant
  • John Sweeting, Chief Customer Officer

1. Welcome, Agenda, and Conflict of Interest Disclosure Review.

The Chair called the meeting to order at 1:04 pm. The purpose of this meeting is to get some routine items completed and use August for more strategic purposes. The Chair asked for any conflicts of interest and there were none.

  • Approval of the Minutes Exhibit A
  • Confirmation of action without meeting to approve of the Nominations Committee Charter and Election Documents. (Exhibits B, C, D)
  • Confirmation of action without meeting to approve of the 2023 Board Guidance letter. (Exhibit E)
  • Approval of the 2023 ARIN Board of Trustee Questions and 2023 Advisory Council Questions. (Exhibits F, G)

It was moved by John Curran, and seconded by Hank Kilmer, that:

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

The President stated that all items in the consent agenda were all confirmations of actions taken via email, ahead of this meeting along with the previous minutes.

The motion passed unanimously.

3. ARIN Committee Reports.

  • Compensation Committee. The Chair stated that the Committee is looking to schedule a meeting while at the August workshop. The Chair has received the President’s mid-year report and will discuss at that meeting. The President noted that he will send to the committee, as well as the full Board, his current job description, along with the revised job description.
  • Finance Committee. The Chair deferred this item until Ms. Carter could be present.
  • Governance Committee. Co-Committee Chair Harrison noted that the Committee is progressing through their workplan looking into alternative voting methods, and better visibility of the work done ahead of second criteria of third-party criteria for the Nomination Committee
  • Mailing List AUP Committee. The Committee Chair had nothing to report as there have been no issues.
  • Nominations Committee. The Committee Chair noted the outcome of nominations, the number of applicants is quite good and there was no need to extend the deadline. The Committee has also received some recommendations going forward; but overall, very good with all the updates/changes for this year’s process.
  • Risk & Cybersecurity Committee. The Committee Chair noted that the Committee has gone through the risk register and has chosen risk assessment and mitigation plans (RAMPS) for 6 of the risks listed. These will be presented at the August workshop. The Tech Debt has also been reviewed during the Committee and will be presented later in this meeting.

Ms. Carter joined the meeting at 1:12 pm ET.

4. ARIN Quarterly Reports Review.

(Exhibit H, I, J, K)

  • Q2 Activity Report. The President highlighted that ARIN is on track with all activities. He noted the inventory of IPv4 and the difference between resources under RSA/LRSA and not under agreement.

    He continued to highlight and stated that customer counts continue rise, resource request and transfer requests are steady, and that the RSD call time is decreasing and use of chat growing (both number of chats and number of unique visitors).

    The President commented on ARIN’s financial position and how it improved in Q2. He stated that there has been work done on the ARIN Form 990 for 2022 and it will be reviewed in the Finance Committee. Then ARIN Form 990 will then be presented to the full Board, followed by the tax compliance report.

    There was discussion of what metric ARIN is using for measuring success of IPv6 adoption. The President noted that there is not currently an operating metric for IPv6 adoption and would like to talk to the Board about this at the August workshop, especially about the strategic purpose.

  • Q2 Management Report. The President noted that the management report walks through ARIN’s objectives, projects, and achievements to date. He stated that ARIN is on track with all items.

  • Q2 Risk Register. The President noted that the risk register will drive much of the August workshop, as we will do a deep dive into the top risks faced by the organization. The President noted that for the Board that there again will be a risk assessment and mitigation plan (RAMP) for each of the top risks for August and then eventually for all risks included in the register.

    Ms. Carter noted her approval of the Risk Register and the ease of use for Board members. Mr. Seastrom had a question about the risk to employee morale, particularly with any steps addressing the risk of insider fraud. The President noted that ARIN has done work on controls and cybersecurity, and now working on background check and separation of duties. This has not been done because of any event regarding ARIN staff member concerns but more so because of the increase of value of the registry blocks which could put employees at risk, i.e., it being made clear to staff that this is about protecting the employees.

  • Q2 Tech Debt Report. The President gave the highlights of the dashboard. He showed that ARIN has an internal tool (HIVE) that remains in the red. ARIN has significant historic data accessed through HIVE and upgrading the tool requires a more substantial lift and will be a focus in 2024. The President also noted that there is an added chart in this report that now shows the potential impact to ARIN services by each platform listed in the Tech Debt report, as requested by the Board.

The Chair returned to the Finance Committee Update.

  • Finance Committee. The Committee Chair stated that the Committee met in June and reviewed the Q1 Investment Report with no further changes to the asset allocation and reviewed the April financials, which the President shortly discussed during the Activity Report.

Co-Chair Carter also added to the Governance Committee update.

Co-Chair Carter added two recommendations to the Governance Committee update.

  • “It is the recommendation of the Governance Committees that all Trustees be required to take Board development training, including requiring standing Board of Trustee members, to take at their earliest convenience, if they have not already done so.”

There were no objections. There was a question regarding pricing and the President stated the approximate cost and then reminded the Trustees that there is a Board Training Budget line item that can be used. The President will take this recommendation and move forward.

  • “It is the recommendation of the Governance Committee that the Board of Trustees Standing Rules be amended to have the Board set each August the preliminary dates for all Board meetings planned for the upcoming year.

The Chair stated that the idea is to plan dates ahead of time to accommodate schedules and locations. The President noted that we would give this a try at the 2023 August meeting and if it works, he will bring forward to the change the Standing Rules to the Board at the January 2024 meeting.

The Chair returned to the agenda

5. ARIN Policy Ratifications.

(Exhibits L, M, N O, P, Q, R)

At their meeting on 19 May 2023, the ARIN Advisory Council moved the following policies forward for Board adoption:

The President stated that this field has been used, but only lightly, and does not serve an actual purpose any longer. There will be a phase out period of this policy which is different than the way it has been done previously. The recommended policy has gone through the process, supported by the community, and the Advisory Council voted 14 in favor.

It was moved by John Curran, and seconded by Rob Seastrom, 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 2021-8: Deprecation of the ‘Autonomous System Originations’ field’.”

Mr. Seastrom noted that the OriginAS field was done as an interim feature, until a better process came forward such as RPKI. Ms. Morris noted that there was a flurry of activity around this feature in the recent past but that has moved on to RPKI.

The motion passed unanimously, via roll call vote.

The President noted that the current ASN language is complicated, and the truth is, is that ARIN should be making available to any ASN upon request. The recommended policy has gone through the process, supported by the community, and the Advisory Council voted in favor, unanimously.

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 2022-2: Remove Barrier to BGP Uptake in ASN Policy’.”

The motion passed, with one abstention by Mr. Seastrom. He abstained, noting that he was the primary author of this policy proposal back when serving on the Advisory Council.

The President noted that there is a needless step in the transfer process, due to the market-based process now. The recommended policy change was reviewed by staff and legal and does not lead to a problem regarding fraud. The recommended policy has gone through the process, supported by the community, and the Advisory Council recommended it for adoption in a vote 14-1.

It was moved by John Curran, and seconded by Rob Seastrom, 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 2022-3: Remove Officer Attestation Requirement for 8.5.5’.”

The motion passed unanimously, via roll call vote.

The President stated that this is an editorial change. The recommended policy has gone through the process, supported by the community, and the Advisory Council voted in favor, unanimously.

It was moved by John Curran, and seconded by Hank Kilmer, 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-2022-4: Clean-up of NRPM Sections 2.1 and 2.2’.”.

The motion passed unanimously, via roll call vote.

The President stated that this is an editorial change. The recommended policy has gone through the process, supported by the community, and the Advisory Council voted in favor, unanimously.

It was moved by John Curran, and seconded by Tina Morris, 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-2022-5: Clean-up of NRPM Section 2.11’.”

The motion passed unanimously, via roll call vote.

The President noted that this recommended policy change deals with experimental resources allocation and was determined that it was not as clear as it needed to be. It was decided to retire some sections and clarify with new sections. The recommended policy has gone through the process, supported by the community, and the Advisory Council voted in favor, unanimously.

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 2022-8: Streamlining Section 11 Policy Language’.”

The motion passed unanimously, via roll call vote.

At their meeting on 15 June 2023, the ARIN Advisory Council moved the following policy forward for Board adoption.

The President stated there was a question about the lack of a definition for number resource. This policy added a definition. The recommended policy has gone through the process, supported by the community, and the Advisory Council voted 12 in favor, which was unanimous.

It was moved by John Curran, and seconded by Rob Seastrom, 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 2022-11: Recommended Draft Policy ARIN-2022-11: Cleanup of NRPM – Introduction of Section 2.17’.”

The motion passed unanimously, via roll call vote.

The Chair noted the lack of time and asked the President to cover only the items that were necessary for this meeting and to defer the rest to August.

6. Updated Volunteer Travel Policy.

(Exhibits S, T, U)

The President noted that after it was presented in April, there was a substantial discussion on air travel quotes. ARIN feels strongly that it is needed as it provides ease of work for ARIN staff and supports better expense management, but should not be prohibitive to travel. It has been updated with the changes discussed, and the President would like approval from the Board to move forward to use this as their travel policy. This policy would provide consistency across all volunteer entities, including the Advisory Council and NRO-NC.

There were no objections from the Board to utilize this same travel policy.

7. ASN Harmonization.

(Exhibits V, W).

The Chair deferred this agenda item to the next Board meeting.

8. ARIN GST/HST Requirements.

(Exhibits X, Y)

The President stated that based on a question from a Canadian community member, ARIN conducted an engagement with tax consultants on any potential requirements for ARIN to register, collect and remit sales taxes in Canada. The results of the engagement indicate that ARIN is not obligated to register, collect, and remit sales tax from Canadian customers, but should collect tax registration numbers from current and new Canadian customers.

The Chair asked about these types of implications of any other governments in our service region. The President said he does not believe ARIN has substantial exposure to services tax in other economies in the region but can look to confirm. The Chair said that the Board would defer to the President and CFO on these items.

9. Update on Board Incident Response Tabletop Exercise.

(Exhibit Z)

The Chair deferred this agenda item to the next Board meeting.

10. Ombudsperson Update.

(Exhibit AA).

The Chair deferred this agenda item to the next Board meeting.

11. 2023 Elections Update.

(Exhibit BB).

The Chair deferred this agenda item to the next Board meeting.

12. Motion Enumeration Starting January 1, 2024.

The Chair deferred this agenda item to the next Board meeting.

13. General Counsel Update.

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

14. Open Action Item List.

(Exhibit CC)

The Chair deferred this agenda item to the next Board meeting.

15. Any Other Business.

The Chair deferred this agenda item to the next Board meeting.

16. Executive Session.

The Chair deferred this agenda item to the next Board meeting.

17. Adjournment.

The Chair called for a motion to adjourn at 2:33 pm ET. It was moved by John Curran, and seconded by Peter Harrison. The meeting adjourned with no objections.

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