Meeting of the ARIN Board of Trustees

Charlotte, North Carolina

Attendees

• Bill Sandiford, Chair
• Tina Morris, Vice Chair
• Nancy Carter, Treasurer
• John Curran, President & CEO
• Dan Alexander, Board Trustee
• Ron da Silva, Board Trustee
• Peter Harrison, Board Trustee
• Hank Kilmer, Board Trustee
• Robert Seastrom, Board Trustee
• Chris Tacit, Secretary

ARIN Staff

• Michael Abejuela, General Counsel
• Erin Alligood, CHRO
• Alyssa Arceneaux, Exec. Coordinator, Scribe
• Einar Bohlin, V.P. Government Affairs
• Richard Jimmerson, COO
• Christian Johnson, CISO
• Brian Kirk, CFO
• Therese Simcox, Sr. Executive Assistant (virtual)
• John Sweeting, CXO

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

The Chair welcomed all to the meeting and called the meeting to order at 3:11 pm ET. He then asked for conflict of disclosures and there were none.

2. Introduction of Stacy Goodwin Lightfoot, ARIN Ombudsperson.

The CHRO introduced Ms. Goodwin Lightfoot as the ARIN Ombudsperson for this ARIN meeting. Ms. Goodwin Lightfoot introduced herself to the Board.

3. Consent Agenda.

• Approval of the 12 February 2025 Minutes. (Exhibit A)
• Q4 2024 Financial Statements. (Exhibit B)
• Q4 2024 Investment Report. (Exhibit C)
• 2025 Annual Compliance Filings and Fees Register. (Exhibit D)
• Proposed Process for consideration of ARIN Governance Matters. (Exhibit E)
• 2025 ARIN Board Election Calendar and Memo. (Exhibit F)

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

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

Mr. da Silva asked about the Proposed Process for consideration of ARIN Governance Matters and stated that although he appreciates what it stated, he was concerned about the next steps. Mr. Tacit shared the same concerns. The President indicated that if approved here as part of the consent agenda, then it would be referred to the Governance Committee for their action.

Mr. Harrison asked for an Any Other Business item, prior to the Executive Session.

Ms. Carter stated her appreciation for the annual compliance filings and fees register and asked if this is something on which would be regularly reported. The President stated that this would be presented annually to the Board.

The motion carried, via acclamation.

4. ARIN Committee Reports.

• Compensation Committee. The Committee Chair stated that there was nothing to report at this time.
• Finance Committee. (Exhibit G) The Treasurer noted that the Committee met in February and April. She stated that the audit would begin next week. She reminded all that there was a significant cost savings to have the audit done during the off season. She also noted that the Finance Committee had a discussion on the allocation balance and the RSP price increase. The RSP price increase appears later in the meeting. The President noted the deferral of the 990 to Q4 but he is making the representation that it will be filed. Mr. da Silva asked how the audit delay is saving money. The CFO noted that it is money saved because the audit is done during the off season and therefore when there is more available time.
• Governance Committee. The Committee Chair stated that the Committee is on track with their 2025 work plan. The Committee has updated the Board Job Description, will be looking at the conflict of interest document, and has also completed work on the Board Guidance Letter. He noted that after extensive discussions during the earlier Governance Committee, there will be further discussions on the skills matrix and its relationship to the guidance letter to the nominations committee.
• Nomination Committee. The Committee Chair stated that the Volunteers have been established and that the next steps will be determined after today’s meeting with the elections calendar, job description and Board Guidance Letter.
• Risk and Cybersecurity Committee. The Committee Chair noted that a full read out of the risk register just happened and that the Committee is presently working on the full risk assessment letter to the board. The Committee hopes to have it to the Board next month.
• Strategic Planning Task Force Special Committee. (Exhibit H) The COO noted that the Committee has been busy. The Committee reviewed the proposals and then selected a consultant. The consultant began their work and is currently interviewing ARIN staff. The Chair noted that the consultant and staff support have been great.

5. 2025 Management Continuity Plan.

(Exhibits I, J, K)

The President described the continuity plan and that the staff updates it annually. A few updates were made to the plan, such as adding a description if restructuring occurs, an additional employee was added to the chart, and there was language that was clarified. He noted that the plan is actively tested, and plan would be reviewed and updated annually. This plan is usually presented at the strategy session in August, but it was done early so presenting it now.

The CHRO noted that the date will be updated on the document once it goes live on the Board SharePoint website.

6. Volunteer Travel Policy

(Exhibit L, M, N)

The CHRO described the updates to the Volunteer Travel Policy based on experience of administering the policy. She described that the policy was updated to ensure that ARIN staff are made aware of any Volunteers who are traveling to industry-related meetings, that staff will provide Volunteers with airfare quotes for non-refundable flights, and that flights should be booked in the correct fare class per the policy, and additional wording was added surrounding driving to ARIN events.

Ms. Morris had no changes to the policy specifically but asked if the fare class may be booked at a higher value and asked how that will be handled. The President noted that there is flexibility allowed on a case-by-case basis. The President stated that as long as the fare is cheaper than the provided quote, it is not an issue for ARIN.

Mr. Tacit asked whether Volunteers could continue booking their own flights. The CHRO responded that Volunteers are still able to book travel themselves, however, they should follow the policy and work with the Volunteer Support Specialist on airfare arrangements.

Ms. Carter stated that ARIN is now doing pre-briefing before events, which is great and knows that it is useful to make ARIN aware that Volunteers are traveling even if not on behalf of ARIN. It would be useful to have the specific currency listed in the document as there are Volunteers from different countries who use different currencies. She also noted that specifically with Air Canada, that non-refundable is not what is quoted. It was noted to change the language to state ‘not full fare refundable’ should be used instead.

Ms. Morris also likes the pre-briefs and finds them to very valuable, but she wants to make sure that the agenda is focused on events and news surrounding the RIR. Ms. Morris asked if it was possible to separate the Board from other Volunteers or stay on after the initial briefing to note more sensitive items. The President asked for clarification on the agenda setting – travel logistics and RIR developments portion. Ms. Morris also noted that it would be helpful to know all the individuals who are traveling for coordination purposes.

In response to questions from Mr. Seastrom and Mt. Tacit regarding the level of detail relating to flight costs in the policy, the CHRO noted that the policy is meant to be a guideline, and it is challenging to address all scenarios within the policy. The CHRO noted that the currency and fare class description would be updated before releasing the policy.

7. Update on Data Center Project.

(Exhibit O)

The COO noted that the Board approved the project last year to move to the data center out of the ARIN office. There were many motivations to make the move. A budget was put forth to the Board and the plan/project and right now the project is on budget and on time for the end of 2025.

The President noted that project updates are not normally provided to the Board but since the Board approved a specific drawdown of reserve money for this project, ARIN staff felt it was appropriate to provide the update.

8. Discussion on 2026 Financial Outlook and RSP Price Increase.

(Exhibit P)

The CFO stated that this presentation was given to the Finance Committee. He noted that the presentation was made early so that members could have time to take any increase approved by the Board into account in their budgets. This is a follow up from last August’s meeting discussion – none of the numbers have changed. ARIN needs to stay the course to have a balanced budget by 2030 by holding expenses and raising fees by 5% this year.

It was moved by John Curran, and seconded by Nancy Carter, that:

“The ARIN Board of Trustees approves an increase in the registry services fee by 5% as recommended by the ARIN Finance Committee.”

The motion carried unanimously, via roll call vote.

9. Trustee Job Description and 2025 Guidance Letter

(Exhibits Q, R)

The General Counsel stated that this is related to the conversation during the Governance Committee. This focuses on 2025 with looming election deadlines, and those previous conversations will be for 2026.

Mr. Tacit strongly urges the Trustees to accept with the time constraints for this election cycle.

Ms. Carter has suggestions on the Job Description, as she feels the Job Description is wholly misleading in certain instances. A discussion ensued on the timing on moving these documents forward. Mr. da Silva supports the idea of making edits and approving via email. But his comments for now still involve the language, “well-qualified”, and its use throughout the letter. Mr. Kilmer noted that this letter has less instances of “well-qualified” and therefore most will fall in the “qualified” bucket.

Mr. Harrison is aware that it may cause some issues but wants to keep the spirit of the letter without making larger changes. The General Counsel noted that the election documents that were already approved by the Board already list “qualified” and “well-qualified”. A note can be made in the document about what is meant by “qualifying” and “well-qualifying”. Mr. Seastrom asked if aligning the language candidates/Board and Advisory Council are really the same. Ms. Morris noted in her opinion, that the language should be dropped for the AC all together. Mr. da Silva appreciates Mr. Harrison’s approach, using an incremental process.

Mr. Tacit pointed out that there is a lot of difficulty in changing the document because other documents are tied into this. He agrees that there are issues that still need to be addressed, but the Job Description needs to move forward for the present election cycle. The President reiterated that this Job Description is very clear, and the letter helps to move the Board and the process in the right direction. Mr. da Silva stated that it may be helpful in adding a sentence or two explaining the Board’s thinking. Mr. Harrison noted that the Board experience could be modified to help with “qualified”. Ms. Morris asked if the ARIN staff could provide the Board with a view count of the election portion of the website once it has been published.

Mr. Harrison noted that all Board members need to attend Governance Committee meetings when discussing these work items for 2026 to work through all the issues. The General Counsel and Ms. Carter will edit the Job Description and Guidance Letter and provide to the Board in the next 48 hours.

10. Code of Conduct for Election Nominees

(Exhibits S, T)

The General Counsel noted that this was another item that was discussed previously. Mr. da Silva noted that this was accelerated through the Governance Committee so it could be used for this election cycle and appears to be straightforward. Ms. Morris has a clarification, if a candidate gets a list of phone numbers or emails from one outside of ARIN, is that allowed? The document feels less clear on those using their personal rolodex. Mr. da Silva stated that this could be a living document and could be reviewed annually or on a schedule and maybe use and learn from it. Mr. Harrison stated that one could identify between a colleague and personal contact.

The Chair noted his issues with some of the prohibited communications: specifically with unsolicited direct contact and not being able to use paid advertisements. Mr. Seastrom looks at this as a partial solution to a non-problem. A large discussion was had revolving around on “paying to play.” Mr. da Silva wanted to make sure there is clarity between permissible communications verses prohibited communications. The President noted that members do appreciate clarity on the use of the mailing list. Mr. Tacit had a suggestion on “bulk communication” being used instead of “direct communication.” He also agreed with others on paid advertising. Mr. Kilmer noted that social media is not considered bulk media messaging. The Chair noted that each year there will be a complaint about something, and the Board moves to prohibit it and feels that it should not. The General Counsel reminded all that this came about because of questions about communication between the candidate and the community. Mr. Harrison noted bulk communication versus direct messaging. Mr. Harrison feels that candidates should have the right to pay for advertising and in doing so he did not use ARIN’s mailing list and could be viewed as a constriction of competition.

Ms. Morris noted that recorded presentations for fairness, and want the community focused on skills not personality and would rather the Board not endorse advertising. Mr. Harrison feels that there does not need to be consensus on the Board, but we definitely need clarification. The President stated that clear guidelines are best for the members and staff.

Mr. Seastrom finds more value in Section 2 than any other but feels like less than more is better at this point. Mr. Harrison noted that if there are going to be prohibitions there needs to be consequences though he understands this will not occur this year.

It was moved by Ron da Silva, and seconded by Tina Morris, that:

“The ARIN Board of Trustees accept the Code of Conduct for Election Nominees recommended by the Governance Committee, with amended language.”

The motion carried, via roll call vote. (7-3)

A break was called at 4:45 pm ET. The meeting reconvened at 4:53 pm ET.

11. ICP-2 Review Process

(Exhibits U, V, W)

The President gave an overview of ICP-2 Update process, including timeline for the consultations and current RIR governance draft. It is comprehensive with a better framework for recognizing RIRs and ongoing obligations for RIRs. There is a set of consultations happening at each RIR with this new document. After the consultation period, the ASO-AC will take into consideration all the input received and prepare a new governing document. The President has not brought any of the issues to the Board because the community members need to get an understanding and provide their comments first. Once there is a new draft, the President will review and present any potential concerns to the ARIN Board for their review. Note that we will also need to work with other RIRs to accommodate their concerns. Once the RIRs have a consensus draft, the resulting document will go to ICANN for their review and approval.

Jennifer Lee, Deputy General Counsel, joined the meeting at 5:28 pm ET to provide an antitrust presentation during the General Counsel update.

12. General Counsel Update.

The General Counsel provided an attorney-client privileged brief to the Board and to address Antitrust Compliance.

13. Any Other Business.

• Time Concerns. Mr. Harrison would like to add timing on Board agendas.

14. Open Action Item List.

(Exhibit X)

The President reviewed the list with the Board. There were no questions.

15. Executive Session.

The Chair called for an executive session at 6:07 pm ET.

16. Adjournment.

The Chair entertained a motion to adjourn at 6:33 pm ET. Tina Morris moved to adjourn, seconded by Nancy Carter. The meeting adjourned with no objections.