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Committee Charters

Table of Contents

Charter for the Audit Committee

1.0. Purpose

The Audit Committee shall assist the Board in providing oversight of the financial audit process.

2.0. Composition of the Committee

The Committee shall consist of three elected members from the Board of Trustees, one of whom shall serve as the committee chair.  No members of the Finance Committee may serve on the Audit Committee.  The President shall serve as a non-voting ex-officio member of the committee.

When requested, the CFO will serve the committee in an advisory capacity.

The members of the Audit Committee shall be appointed by the Board of Trustees at its first business meeting of each calendar year. Members may serve successive one year terms as long as they continue to meet the selection criteria. Vacancies on the Committee during the term shall be filled in the same manner as the regular selection process.

When requested, the General Counsel will provide advice to the Audit Committee.

3.0. Scope of Responsibilities

The Committee shall have responsibility for oversight of the financial audit process. The Committee may:

  • Hire and fire financial auditors;
  • Review the financial auditor report;
  • Receive copies of all correspondence between financial auditor and ARIN, directly from the auditor;
  • Receive a copy of the financial auditor's comments and adjustments, directly from the auditor;
  • Meet with financial auditors directly;
  • Present the financial audit report to the Board of Trustees, for their acceptance;
  • Hire outside, independent  experts for opinions on financial audits and ARIN's books as needed.

Charter for the Compensation Committee

1.0. Purpose

The ARIN Bylaws (including Article VI, Section 3) specifies the basic duties of the ARIN Compensation Committee.

2.0. Composition of the Committee

The Committee shall consist of Board Chairman along with two elected members of the Board. The Compensation Committee shall be composed of the Board Chairman, the Treasurer (provided he or she is a member of the Board, otherwise it shall be the Finance Committee Chair), and one additional member. The third Trustee shall be appointed to the Committee by the Board of Trustees at its first business meeting of the year.

The ARIN Director of Human Resources and Administration shall serve in an advisory capacity to the Committee as well as the ARIN General Counsel when requested.

3.0. Scope of Responsibilities

The Compensation Committee shall be responsible for development and retention of ARIN's President including the negotiation and presentation of the President's contract and compensation package to the ARIN Board of Trustees for approval when necessary.  Additionally, the Compensation Committee shall determine the President's annual bonus within the Board approved bonus range.  The employment contract shall set forth the compensation structure for the President and the terms and conditions of the President's employment.

The Committee shall review and approve annual performance objectives for the President, and shall annually review the President's performance against such objectives as well as the reasonableness and appropriateness of his or her compensation and benefits in relation to the marketplace. The Committee may as necessary review and approve ARIN's overall compensation philosophy and practices in light of industry standards.

At the end of each year, the Compensation Committee shall review its charter and its performance as a Board committee. Any recommendations from this review shall be reported to the full Board for their consideration.

The Committee's communications and deliberations shall be kept private and confidential.

Charter for the Finance Committee

1.0. Purpose

The Finance Committee is responsible for consulting with the President on the corporation's Financial Policy; and for reviewing, making recommendations and ensuring the soundness of the corporation's Investment Policy and its implementation.

2.0. Composition of the Committee

The Committee shall consist of the Treasurer and two other elected members from the Board of Trustees. The Treasurer shall serve as the committee chair. The President shall serve as a non-voting ex-officio member of the committee. The CFO will serve as a committee liaison in an advisory capacity.

The Board of Trustees, at its first business meeting of each calendar year, shall appoint the Trustee representatives. Members may serve successive one-year terms as long as they continue to meet the selection criteria. Vacancies on the Committee during the term shall be filled in the same manner as the regular selection process.

When requested, the General Counsel will provide advice to the Finance Committee.

3.0. Scope of Responsibilities

The Committee shall function in two areas: Finance Policy, and Investment Policy. The Committee shall report to the Board regarding actions taken.

At the end of each year, the Finance Committee shall review its charter and its performance as a Board committee. Any recommendations from this review shall be reported to the full Board for their consideration.

3.1 Financial Policy

The Committee shall:

  • Periodically review ARIN's fee structure and make recommendations to the Board on any fee changes, if necessary;
  • Review ARIN draft Budget materials;
  • The Committee shall have the specific duty to review any financial support from ARIN for outside organizations;
  • Provide advice to the CEO regarding activities that would result in changes to the IRS Form 990; and,
  • Review ARIN draft IRS Form 990.
3.2 Investment Policy

The Committee shall:

  • Make recommendations to Board as needed for hiring and firing of investment advisors;
  • Oversee the work and assess the performance of investment advisors;
  • Receive quarterly reports of investment plan performance;
  • Review the investment performance on, at least, an annual basis; and,
  • Recommend changes to the plan, when necessary, which may include, but not be restricted to, the following:
    • New allocation of monies between the funds;
    • Change the percentages in the funds among the asset classes;
    • Change the investment advisor; and,
    • Direct changes to individual investments, as required.       

Charter for the Board Governance Committee

1.0. Purpose

The Governance Committee shall assist the Board in reviewing matters related to the governance of the Organization.

2.0. Composition of the Committee

The Committee shall consist of three elected members from the Board of Trustees, one of whom shall serve as the committee chair. The Trustee representatives shall be appointed by the Board of Trustees, at its first business meeting of each calendar year. Members may serve successive one-year terms as long as they continue to meet the selection criteria. Vacancies on the Committee during the term shall be filled in the same manner as the regular selection process.

The President shall serve as a non-voting, ex-officio member of the Committee.

When requested, the General Counsel will provide advice to the Governance Committee.

3.0. Scope of Responsibilities

The Committee shall have responsibility for reviewing matters and materials specifically referred to it by Board of Trustees related to the governance of the organization. The Committee may recommend to the Board changes to ARIN's By-laws, procedures, Articles of Incorporation, or any other pertinent document or practice to ensure their consistency with ARIN's good governance, purpose, and mission.
The Committee shall:

  • Review governance matters as referred to it by the Board, and
  • Prepare recommendations for improvements in governance matters to the Board of Trustees for their consideration

The Committee may:

  • Suggest to the Board any additional governance matters that might warrant referral to the Committee for future consideration

Charter for the Mailing List Acceptable Use Policy ("AUP Committee")

1.0 Purpose

The Advisory Committee to the President on the Mailing List Acceptable Use Policy is responsible for reviewing alleged AUP violations and advising the President on proposed courses of action to ensure the decisions are sound and consistent with described procedures.

2.0 Composition of the Committee

ARIN General Counsel shall serve in an advisory capacity to the Committee.

The Committee shall be composed of the following members:

2.1. One elected member from the ARIN Board of Trustees. The Trustee Representative shall be appointed by the Board of Trustees at its first business meeting of the year.
2.2. One member of the ARIN Advisory Council (AC). The AC Representative shall be appointed by the ARIN Board of Trustees.
2.3. One member in good standing from the ARIN General Membership. The General Member Representative shall be appointed by the Board. If needed, a volunteer pool may be compiled by ARIN Staff following a general call for volunteers to the appropriate ARIN mailing list(s) and confirmation of the Member's eligibility.

The Trustee representative shall chair the meetings. Members may serve successive one year terms as long as they continue to meet the selection criteria. Vacancies on the Committee during the term shall be filled in the same manner as the regular selection process.

3.0 Scope of Responsibilities

Whenever possible, the President of ARIN shall consult with the Committee prior to taking action pursuant to the Mailing List AUP. The President shall notify the Committee of actions taken in exigent circumstances without Committee consultation. The Committee shall advise the President of its determination regarding alleged AUP violations and any sanction recommendations in light of the policy and/or enforcement procedures. The Committee may recommend changes to the policy and/or enforcement procedures as the Committee feels are needed.

All Committee communication shall be kept private. The Committee shall promptly make its recommendations to the President. Any Committee member may also submit advice to the President individually.

Charter for the 2015 Fellowship Selection Committee

1.0. Purpose

The Meeting Fellowship Selection Committee is responsible for evaluating the fellowship applicants and for choosing the applicants to receive financial support to attend an ARIN Public Policy and Members Meeting.

2.0. Composition of Committee

The Committee shall be composed of the following members:

2.1. One elected member from the Board of Trustees.

The Trustee Representative shall be appointed by the Board of Trustees at its first business meeting of the year. The Trustee Representative shall serve as Chair of the committee.

2.2. One member of the ARIN Advisory Council (AC).

The AC Representative shall be appointed by the Board.

2.3. Two members in good standing from the ARIN General Membership that have attended an ARIN Meeting in the past 3 years.

The General Member Representatives shall be appointed by the Board from a volunteer pool of General Members. The volunteer pool shall be compiled by ARIN Staff following a general call for volunteers to the appropriate ARIN mailing list(s) and confirmation of the Member’s eligibility.

Members may be appointed to successive terms as long as they continue to meet the selection criteria. Vacancies on the Committee during the term shall be filled in the same manner as the regular selection process.

3.0. Scope of Responsibilities

ARIN provides financial support for Fellows within ARIN's service area to attend each ARIN Public Policy and Members Meeting.

The committee is charged with evaluating the applications and choosing the applicants that it believes are best suited for the Fellowship, taking into consideration a desire to provide opportunities to individuals from a broad diversity of organization types and geographic locations placing emphasis on providing support to at least one Fellow from each sector (Canada, the Caribbean and North Atlantic Islands, and the United States and Outlying Areas) if possible.

The selection committee has the right to select the candidates to receive the financial grants, following the above mentioned criteria, without any obligation to justify the results of the selection. The decisions of the selection committee will be final and the awards will be announced on ARIN’s website. Their communications and deliberations shall be kept private.

4.0 Selection Criteria

If the qualified applicant pool permits, up to two Fellows will be selected from each sector of the ARIN Region: Canada, the Caribbean and North Atlantic Islands, and the United States and Outlying Areas.

Applicants should meet the following criteria in order to be considered for the fellowship award:

  1. Be domiciled in a country within the ARIN service region. A list of the countries included in ARIN's service region is available here. You do not have to be an ARIN member to qualify.
  2. Have an understanding of the importance of ARIN's mission and some familiarity with ARIN services through their professional experience.
  3. Be employed in a technical or technical management capacity with an organization that utilizes ARIN services directly or indirectly OR be a university-level computer science/information technology administrator, professor or student OR be a civil society or non-governmental organization professional whose mission coincides with that of ARIN.
  4. Be subscribed or subscribe as part of the application process to the ARIN Announce and ARIN Public Policy Mailing lists.
  5. Present a case for attending an ARIN meeting, including:
    1. what they intend to accomplish or get out of attending an ARIN meeting,
    2. how attending an ARIN meeting would help them in their work or study, and
    3. how they intend to apply their ARIN experience when they return home
  6. Be able and willing to attend and participate in all of the meeting public functions, including a first timer's event, tutorials or evening sessions and the ARIN social.
  7. Not have previously attended an ARIN Public Policy and Members Meeting in the last five years.
  8. Not have previously received an ARIN Fellowship.
  9. Require assistance in order to attend an ARIN meeting. (Statement from applicant stating funding is not otherwise available.)
  10. Be willing to complete a Fellowship program evaluation after the conclusion of the meeting.

All applicants must complete a Fellowship program application in full and return it according to published deadlines in order to be eligible.

Charter for the 2014 Nomination Committee (NomCom)

1.0. Purpose

The ARIN Nomination Committee (NomCom) identifies, recruits, and certifies a slate of Trustee candidates and a slate of Advisory Council candidates to the ARIN Membership for election, in accordance with ARIN Bylaws and procedures.

2.0. Composition, Selection, and Term of the Committee

The NomCom shall be composed of members as specified in the Bylaws, Article VI, Section 3(a); and Article VIII, Section 2.

2.1. The NomCom shall include two members from the ARIN Board of Trustees, appointed by the Board. One of the Board members shall be appointed Chair of the NomCom.

2.2. The NomCom shall also include five individual representatives from the General Membership, who shall be appointed by the NomCom members specified in 2.1. The volunteer pool shall be compiled by ARIN Staff, following a general call for volunteers and confirmation of the volunteers' membership standing.  The representatives may include up to two (2) serving Advisory Council members.

2.3. No person may be a member of the NomCom and also be a Candidate for election in the same year.

2.4. The NomCom shall preserve the confidentiality of its deliberations. A staff member appointed by ARIN's President will serve the NomCom in an advisory capacity. ARIN's legal counsel may also serve as an advisor as needed.

2.5. The NomCom concludes upon delivering the slate of candidates to the President.

3.0. Scope of Responsibilities

The NomCom identifies, recruits, and certifies a slate of Trustee candidates and a slate of Advisory Council candidates to the President, who places it before the ARIN Membership for election.

3.1. Eligibility, Evaluation and Recommendation Process.

a. Eligibility. In order to participate in the NomCom evaluation process and be included in the slate of candidates sent by the NomCom to the President of ARIN, a candidate must be eligible as required by ARIN Bylaws Article VIII, Section 1(a).

b. NomCom Evaluation Process. The NomCom shall conduct an evaluation process of the eligible candidates as follows:

The NomCom shall compose a questionnaire for each open position designed to elicit details of each Nominee's relevant experience, qualifications, and positions; publish the questionnaires on the ARIN website; require a timely and complete written response to the questionnaire from each Nominee; and, evaluate the Nominees based upon those responses and any other relevant information. The NomCom shall publish the questionnaire responses of all candidates slated for election. The NomCom shall have discretion to publish the questionnaire responses of candidates who do not ultimately appear on its slate.

During the evaluation process, NomCom members may contact candidates to gather additional information if the NomCom determines that it is unable to make a qualification determination based on the information initially submitted.

Based on the questionnaire responses and all other relevant information submitted in the evaluation process, the NomCom shall determine whether each candidate is qualified for the open position. The NomCom shall then share its evaluation with each candidate, and permit any candidate to withdraw voluntarily prior to creating a final slate of candidates.

Some of the factors that the NomCom will consider in its evaluation include, but are not limited to:

  1. Does the Nominee actively participate in ARIN, the field of Internet protocol numbers, or other Internet governance organizations?
  2. Does the Nominee demonstrate the general background, skills, and ability that characterize valuable ARIN participants, or does the Nominee have particular skills or knowledge (e.g. financial or legal) advantageous to ARIN?
  3. Does the Nominee's employment or professional activity create material conflicts of interest that may reasonably be perceived to prevent the candidate from discharging their duties? See also Article VI, Section 1 and Article VIII, Section 1 of ARIN's Bylaws regarding conflicts of interest.
  4. Does the Nominee work constructively with others?
  5. Does the Nominee's participation in ARIN and other Internet governance and technical organizations demonstrate a respect for others and their opinions, including but not restricted to compliance with their Acceptable Use Policies?
  6. Does the Nominee improve the overall composition of the body to which the Nominee is applying?

The NomCom shall not exclude an eligible candidate from the slate of candidates it advances on the basis of constructive criticism of ARIN policies, Board, Management, or Staff.

c. NomCom Candidate Slate

The NomCom shall present to the President of ARIN its set of eligible candidates at the conclusion of the evaluation process. The number of candidates presented by the NomCom should exceed the number of open positions by at least one (1) candidate, and shall include no more than twice the number of candidates as there are open positions.

The NomCom will provide an explanatory statement to any candidate found to be ineligible, which may be disclosed publicly by the candidate at their discretion (or by ARIN subsequent to public discussion by the candidate of their ineligibility.)

d. ARIN Board Guidance to the 2014 NomCom

The ARIN Board of Trustees notes that diversity in the composition of the Board and the Advisory Council (including but not limited to gender, industry, and geographic diversity) is encouraged, and provides this guidance to the 2014 NomCom for its consideration in the development of the candidate slate.