Meeting of the ARIN Board of Trustees - 15 August 2023

Itasca, IL

 

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
  • Brian Kirk, Chief Financial Officer
  • Therese Simcox, Sr. Executive Assistant (virtual)
  • John Sweeting, Chief Customer Officer

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

The Chair called the meeting to order at 9:32 am CT on Tuesday, August 15, 2023. The President asked to remove the cybersecurity tabletop exercise memo from the consent agenda and make it a stand-alone agenda item, following the consent agenda. Ms. Carter asked about the motion enumeration and the President explained that we will start doing this next year for significant Board motions to allow ease of reference.

  • Approval of the Minutes. (Exhibit L)

    “The ARIN Board of Trustees approves the minutes of 18 July 2023, as written.”

  • Ombudsperson Update. (Exhibit M)

  • Cybersecurity Tabletop Exercise Memo (Exhibit N)

  • Initial Draft - ARIN Board Officer Job Descriptions. (Exhibit O)

    “The ARIN Board of Trustees refers the drafted ARIN Board Officer job descriptions to the Governance Committee for their consideration and to report back with their recommendation.”

  • Proposed ARIN Board 2024 Meeting Dates (Exhibit P)

    “The ARIN Board of Trustees accepts the proposed 2024 meeting dates.”

  • Motion Enumeration starting January 1, 2024.

  • Open Action Item List. (Exhibit Q)

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

“The ARIN Board of Trustees approves the consent agenda, as written.”

The Chair called for discussion and there was none.

The motion passed.

3. Cybersecurity Tabletop Exercise Memo

(Exhibit N).

The President noted that the cybersecurity tabletop will be a 2-hour exercise scheduled for mid-September. The Chair asked about how the exercise will be carried out and the President confirmed they would be role-playing a security breach and response scenario.

4. ARIN Committee Reports.

  • Compensation Committee. The Committee Chair noted that the Committee would be meeting later that day with the President.
  • Finance Committee. The Committee Chair stated that the Committee met in July to review the form 990 and 990T and recommended it come to the Board for approval. She noted that the Committee met again in August to review the Q2 financial and Q2 investment report with Fiducient, with nothing major to report here.
  • Governance Committee. Co-Chairs Carter and Harrison noted that the Committee will be meeting later this week to discuss items coming out of the Board meeting today.
  • Mailing List AUP Committee. The Committee Chair noted that there has been no new activity.
  • Nominations Committee. The Committee Chair noted due to the new role of the Committee, there is nothing to report.
  • Risk & Cybersecurity Committee. The Committee Chair stated that the Committee met two weeks ago to review all materials that were presented yesterday at the Board Workshop. He also noted that the August meeting was then held via email to allow the Committee members to review the risk-related documents for this meeting.

5. ARIN 2022 Form 990 and 990T Filing.

(Exhibit R)

The CFO noted that the Finance Committee reviewed the draft 990 filing with the auditors in July and recommended it to the Board for adoption. The President pointed out that the draft 990 filing is accurate to the best of his knowledge, and includes all necessary and appropriate supporting schedules.

It was moved by Hank Kilmer, and seconded by Nancy Carter, that:

“The ARIN Board of Trustees, based on the recommendation fromthe ARIN Finance Committee and having reviewed ARIN’s 2022 IRS Form 990 and Form 990T, accepts these forms and directs the President to file them with the IRS.”

The motion passed unanimously, via roll call vote.

6. ASN Fee Harmonization.

(Exhibits S,T)

The President stated that there was a consultation done to bring fees for registration services for Autonomous System Numbers (ASNs) into the Registration Services Plan (RSP), and he presented the proposed RSP schedule with the ASN holdings added. He stated that the consultation received generally positive comments, but reviewed the additional comments made during the consultation and noted that the suggestion to eliminate initial ASN fees just as was done for Ipv4 and Ipv6 was well-considered and incorporated into the proposed schedule. ARIN staff recommends moving forward with the ASN Fee harmonization.

It was moved by John Curran, and seconded by Rob Seastrom, that:

“The ARIN Board of Trustees approve implementing the ASN Fee Harmonization effective 2024, allowing all Internet number resources’ initial and annual fees to be managed in the same manner.”

The Chair asked for a discussion. The Chair noted that this helps to level the playing field.

The motion passed unanimously, via roll call vote.

7. Periodic Fee Adjustment Proposal.

(Exhibit U)

The President stated that ARIN’s fixed fee schedule does not presently accommodate the normal and customary increases to ARIN’s costs, such as occurs due to increases in salary and benefits. He noted that the Board has previously discussed incorporating an automatic adjustment into the fee schedule, and this would avoid the potential disparity between revenue and expenses that would otherwise occur over time.

The President recommends changing the ARIN Fee schedule to include an automatic adjustment starting in 2025, after having time in 2024 to conduct a community consultation on the matter.

Ms. Carter stated that she is glad this is being discussed, as it is not a new issue. She also asked what the plan is for deficit in 2024. The President needs either the Board to prioritize programs so that we can align the budget to revenue or approve a budget over revenue if the Board believes that the programs are important enough to warrant such. The CFO pointed out that presently ARIN is on budget for 2023, because of the new transfer recipient fee. Ms. Morris stated that the community impact of an automatic adjustment might not be well-received, especially with the upcoming Board and AC travel and the recent ASN harmonization change.

Ms. Carter asked about any budget requirements for initiatives that were discussed yesterday, and the President stated that they are not presently in the budget materials. The CFO noted that ARIN is hitting the investment reserve target amount, and right now the target is set at 100% of an ARIN one year budget. The CFO noted the current reserve target is likely on the high end for a non-profit with reliable, recurring annual revenues. Typically for these types of non-profits you see 6 to 9-month reserve targets. There can be discussions down the road to carry less of a reserve amount and use the excess investments in productive ways. Ms. Carter stated that this should be added as a discussion for the Finance Committee.

The Board and Management then had a discussion regarding the merits of proposed automatic adjustment language capped at between 2 and 5% annually. The President stated that he recommends the use of a small amount of investment reserves to balance the budget for 2024, which would allow time to do the community consultation in 2024 for a potential fee schedule change in 2025 to provide for an optional annual adjustment, when necessary, of up to 5%.

Mr. Harrison asked about possibly adding more revenue possibilities to offset cost growth, other than removing/decreasing budget items. The President noted that we need to remain open to possibilities, for example, one new item was discussed yesterday that might be desired, but noted that even highly successful new services are unlikely to generate enough revenue to offset the growth in underlying cost of ARIN’s primary registry service. Further, it might not be equitable to burden customers of new services in such a manner. Mr. Harrison would like ARIN to keep looking for these new opportunities.

8. Update on Community Grant Program.

(Exhibit V)

The President noted that this is the fifth year of the Grant Program, and the grants are recommended by a Grant Review Committee composed of staff and general members that reviews the applications in accordance with the published criteria. This year, the committee recommends funding three projects for forty-seven thousand dollars total (out of sixty thousand available) as specified in the memo.

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

“The ARIN Board of Trustees approves of funding the recommended grants."

The Chair called for discussion. Ms. Carter asked about why there is money left in the budget and the 10 projects not awarded grants. The General Counsel stated that most grant applications asked for the maximum allowed by the program, which is $20K, and ARIN has noticed that awards of partial funding have not been useful in the past. Ms. Carter asked about the quality of the applications and the answer was that they were generally of good quality, but some were out of scope. Mr. Sweeting also noted also that a few of the applications had previously applied and received funding so they were automatically not selected this year based on the committee’s criteria. Mr. Harrison asked that the budgeted amount for grants in total not be decreased due to any change in amount awarded in a given year.

Ms. Carter asked about improving the FAQ for the grant program to help increase the interest and ensure applicants are aware of the criteria. The President thought that this is a good idea, as well as possibly holding a webinar on how to apply for the grant and what ARIN is looking for. The General Counsel noted the Grant program has evolved and is producing solid recommendations for funding. It was also appreciated by Trustees that the Grant Committee does not necessarily spend the entire budget.

The motion passed unanimously, via roll call vote.

9. Registry Accuracy Strong Stance Proposal.

(Exhibits W, X)

The President noted that ARIN has prepared a registry data description. He noted that it would be published publicly to help the community understand what the registry includes and does not include. It is a part of becoming more open and transparent. The President noted that he is not looking for any decision today from the Board on further steps but wanted to brief them on potential next steps.

The memo outlines the direction in which ARIN is looking to make improvements to its data accuracy. The main causes of inaccurate data include abandoned resource registrations, and ARIN will need to come up with a new program to help with this as well as fraudulent registrations, incomplete/partial data, out of data information, and human error. To address this issue, ARIN would like to further validate resource registrations.

Ms. Morris noted that when trying to validate her data now, ARIN online puts a pop up at an inopportune time and that encourages just clicking to get past the prompt. She noted that RIPE made her sit down and go through all the accounts and this was beneficial for both sides.

The President presented further thoughts on registry accuracy and indicated that he would incorporate these into the 2024 budget process.

10. Draft Blueprint for Future ARIN Workforce Model.

(Exhibit Y)

The COO and CHRO reviewed the workforce planning timeline. The building lease is up in 2027 so ARIN should have a plan settled by 2025, as it is assumed it will take about 2 years to make any necessary changes. He also stated, regardless of if the lease is renewed, the on-site server room would be moved out of Chantilly by the close of 2025. The workforce model will also include a plan for the human aspect of the workforce.

11. Updated ARIN Succession Planning Documents – 2023 Objective.

(Exhibits Z, AA)

The CHRO stated that ARIN’s succession planning has been updated based on the feedback that the Board provided at the April meeting, and that over the next 6-12 months staff will be working to ensure that we meet all the requirements of the latest document. ARIN has added a requirement for all department directors to attend Executive Leadership training within the next year. Also, Standard Operating Procedures (SOP) will be drafted by each area leader and will be reviewed with their back- up individuals on an annual basis. ARIN staff will review the plan on a quarterly basis with the department director team.

Ms. Carter asked about the recently conducted Sexual Harassment Prevention training and Diversity, Equity, and Inclusion training (DE&I) held for staff and volunteers and whether ARIN is legally required to conduct this training. The CHRO noted that it is more of a best practice to conduct these trainings. Ms. Carter noted that the DE&I training showed up without notice and would prefer to be notified of it in the future. She also feels that DE&I training should be more of an in-person training/conversation and wants to make sure that it is planned for in the future. The CHRO said she agrees and noted that ARIN staff is currently working on further DE&I efforts. Sexual Harassment Prevention training is conducted annually and for any new hires and new volunteer members.

12. Business Continuity Planning.

(Exhibits AB, AC)

The COO stated that there was a baseline business continuity document that was put together with the CISO for SOC2 certification last year, and that the leadership team went through in detail and produced an updated plan. This updated plan will be put in place of the one used in the SOC2 certification.

13. General Counsel Update.

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

14. Any Other Business.

The Chair asked for any other business.

  • Update on Qualified Facilitator Program asked by Ms. Morris. The CCO noted that it is going well, a number of facilitators who have gone through the application process thus far have been approved. The CCO stated that they would make sure that the link for the purpose of reporting any concerns or issues was listed on the program page.

15. Executive Session.

The Board entered an executive session at 12:35 pm CT.

16. Adjournment.

The Chair called for a motion to adjourn. It was moved by Rob Seastrom, and seconded by Nancy Carter, that the meeting adjourn at 1:15 pm CT.

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