Board of Trustees Meeting Minutes - 05 January 2009 [Archived]

Chantilly, VA

Attendees:

• John Curran, Chair
• Scott Bradner, Secretary
• Timothy Denton, Trustee
• Lee Howard, Treasurer
• Paul Vixie, Trustee
• Bill Woodcock, Trustee

ARIN Staff:

• Thérèse Colosi, Scribe
• Nate Davis, COO
• Susan Hamlin, Director, Member Services
• Cathy Handley, Executive Director, Government Affairs & Public Policy
• Richard Jimmerson, CIO
• Mark Kosters, CTO
• Mary K Lee, Director, H.R./Business Admin.
• Leslie Nobile, Director Registration Services
• Bob Stratton, Director Financial Services

ARIN Counsel:

• Stephen M. Ryan, ESQ

1. Welcome

In the absence of an official Chair, as it was the first meeting of the year, Counsel called the meeting to order at 8:14 a.m. The presence of quorum was noted.

2. Election of Officers

A. Chair. Counsel stated that nominations for Chair of the Board of Trustees were in order. Scott Bradner nominated John Curran. Lee Howard seconded the nomination, and John accepted.

Lee Howard then nominated Paul Vixie. Bill Woodcock seconded the nomination, and Paul accepted.

Hearing no further nominations, Counsel declared the nomination period closed and asked if the candidates wanted to say a few words. The candidates did so.

Given there were two nominees, a secret ballot was conducted with John Curran winning the election by unanimous vote. Counsel then turned the meeting over to the newly elected Chair.

B. Secretary. Lee Howard nominated Scott Bradner. Bill Woodcock seconded the nomination and Scott accepted. Chair called for any other nominations for Secretary. There were no other nominations.

The Chair called for a roll call vote. Scott Bradner won the election with 5 in favor, and Scott abstaining.

C. Treasurer. Paul Vixie nominated Lee Howard. Scott Bradner seconded the nomination and Lee accepted. Chair called for any other nominations for Treasurer. There were no other nominations.

The Chair called for a roll call vote. Lee Howard won the election with 5 in favor, and Lee abstaining.

3. ARIN General Counsel Session

The Chair called an executive session at 8:30 a.m. Counsel led an attorney-client privileged briefing on conflict of interest; parliamentary procedure; and, the fiduciary responsibilities of the Board. The Board had an opportunity to review and discuss the slides prepared by Counsel describing their fiduciary duties.

After discussion, the Chair resumed the open meeting at 9:30 a.m.

Scott Bradner moved:

“Noting the ARIN Board of Trustees has had an opportunity to review and discuss each other’s disclosure forms regarding any potential conflicts of interest, and to question each other regarding these issues; the Board remands said forms to Counsel for safekeeping.”

This was seconded by Lee Howard. The Chair called for any discussion. There were no comments.

The motion carried unanimously with no objections.

The Chair stated that due to conflicts in some of the Board member’s schedules, all non-executive session items on the agenda would be addressed first.

4. Agenda Bashing

The Chair called for any comments. There were no comments.

5. Approval of the Minutes

Scott Bradner, as Secretary, moved:

“The ARIN Board of Trustees adopts the Minutes of the December 3, 2008 meeting, as written.”

This was seconded by Lee Howard. The Chair called for any discussion. There were no comments.

The motion carried with one abstention (Timothy Denton).

6. Ratification of Policy Proposal 2008-5: Dedicated IPv4 Block to Facilitate IPv6 Deployment

At their meeting on December 18, 2008, the ARIN Advisory Council recommended that the Board adopt this proposal.

Scott Bradner moved:

“The ARIN Board of Trustees, based on the recommendation of the ARIN Advisory Council, and noting that the Internet Resource Policy Evaluation Process has been followed, adopts Policy Proposal 2008-5: Dedicated IPv4 Block to Facilitate IPv6 Deployment.”

This was seconded by Lee Howard. The Chair called for discussion. The Board reviewed a summary of the vote on the policy proposal, and its text. After review, the Chair called for any further discussion. There were no comments.

The motion carried unanimously via roll call.

7. Board Travel

At this time (9:38 a.m.), the Chair deferred addressing this item to later in the day.

8. Impanel 2009 Board/Non-Board Committees

A. Impanel 2009 Finance Committee (FinCom).

Lee Howard, as Treasurer, moved:

“The ARIN Board of Trustees impanels Scott Bradner and Paul Vixie as members of the 2009 ARIN Finance Committee, noting the Treasurer and President & CEO as ex-officio members.”

This was seconded by Scott Bradner. The Chair called for discussion. The Chair asked Scott and Paul if they would serve. Scott and Paul replied that they would indeed serve on the FinCom. Lee then explained that in 2008, the FinCom consisted of five out of the six Board members; and, if someone else would like to join the FinCom for 2009, they were welcome to do so. There were no other volunteers.

The motion carried unanimously via roll call.

B. Impanel 2009 Compensation Committee.

John Curran, as Chair, proposed:

“The ARIN Board of Trustees impanels the 2009 ARIN Compensation Committee with John Curran, Paul Vixie, and Timothy Denton, noting John Curran as the Chair.”

This was seconded by Scott Bradner. The Chair called for discussion. There were no comments.

The motion carried unanimously via roll call.

C. Impanel 2009 Membership Committee.

Scott Bradner moved:

“The ARIN Board of Trustees appoints Bill Woodcock as Chair of the 2009 ARIN Membership Committee and asks him to define the committee, and bring it to the Board.”

This was seconded by John Curran. The Chair called for discussion. Bill stated that much of the Committee’s work was done in March 2008; and, asked since now that the Anti-Takeover Report has been done, should the Board close the Membership Committee, and go forward with its deliverables. He then stated that most of the Board however, was not involved in last year’s Membership Committee work. It was the sense of the Board that the Membership Committee remain intact; and that it provide a full report to the Board.

The motion carried unanimously via roll call.

D. Impanel 2009 Mailing List Acceptable Use Policy (AUP) Committee.

The Chair moved:

“The ARIN Board of Trustees appoints Scott Bradner to serve on ARIN’s Mailing List Acceptable Use Policy (AUP) Committee as the Chair.”

This was seconded by Lee Howard. The Chair stated that Scott would define the committee.

The motion carried unanimously via roll call.

E. ARIN Meetings Fellowship Program (AMFP) Committee. The Board needs to appoint a member to serve on this Committee for the ARIN Fellowship Program that they approved in 2008.

Scott Bradner moved:

“The ARIN Board of Trustees appoints Bill Woodcock to Chair the ARIN Meetings Fellowship Program Committee.”

This was seconded by Lee Howard. The Chair stated Bill would define the Committee.

The motion carried unanimously via roll call.

9. Postel Network Operator’s Scholarship

As the previous representative (Bill Manning) has resigned from the Board, the Board needs to re-appoint a representative. Staff is recommending this be established in order for NANOG staff to draft revisions to the program description and obtain feedback from ARIN. Scott Bradner nominated John Curran. Lee Howard seconded the nomination and John accepted.

John Curran won the election by unanimous roll call vote.

10. Membership Committee Report

Scott Bradner suggested deferring this item to Board’s list. All were in agreement.

11. Anti-Takeover Committee Report

The Board reviewed of the Anti-takeover Committee Report and staff’s recommendations. After discussing, it was determined that Counsel had not yet reviewed the report. It was the sense of the Board that staff recommendations be remanded to Counsel for review and guidance.

12. Discussion of Future Treasurer Position

Scott Bradner stated that the Board needs a more experienced Treasurer, even though the current Treasurer did an excellent job.

Lee Howard requested the discussion continue during the Executive Session. The Board agreed.

13. ‘Get Out the Vote’ Campaign

The Board thanked staff for their efforts in increasing voter participation. The Board reviewed staff’s evaluation to a change in the schedule of the ARIN public policy and members meetings. After discussing at length,

Bill Woodcock moved:

“The ARIN Board of Trustees recommends staff move the candidate’s speeches and the opening of the voting period, to the first day of the ARIN Public Policy meetings.”

This was seconded by Scott Bradner. Scott stated that as long as it takes place later in the first day, rather than early in the morning. The Chair asked for any objections to moving candidate speeches and the voting period to begin on the first day. There were no objections.

Scott Bradner objected to moving the Members Meeting to the first day. Lee Howard agreed.

Counsel confirmed that there was flexibility in the Bylaws that permits candidates speeches outside of the Members Meeting, but within the Public Policy Meeting.

Scott Bradner stated that the highest priority is for ARIN to obtain current contact information on its members. He stated he was worried about the percentage of member representatives that were not contacted. Susan Hamlin stated that a major clean-up effort was currently underway.

Lee Howard expressed that, with regard to ARIN meetings that are held in conjunction with NANOG meetings, a day and a half of ARIN Public Policy Meetings is not enough time if truncating for a NANOG joint-session or, alternatively, not to have the joint-session last half a day. Susan Hamlin thanked him for his thoughts.

Scott Bradner suggested Counsel work with staff on any Bylaw changes, pointing out the importance that the Board conveys to staff the priority of updating member contact information. The Board agreed.

The Chair tasked Nate Davis and Counsel to proceed with working on appropriate Bylaws changes.

14. ARIN Employees

The Board had noted changes that would take effect if the number of ARIN employees should reach 50. The Chair had tasked staff to provide feedback to the Board on this issue. It was the sense of the Board that any new positions within ARIN should be contingent upon the outcome of staff’s report.

Scott Bradner noted that the Board had received said report from staff on this issue. The Chair stated that since ARIN was currently at 50 employees, it was now under the Family Medical Leave Act (FMLA). It was the sense of the Board that ARIN continue to hire employees as budgeted.

15. Status of PDP Distribution

For informational purposes, the new PDP was distributed, per the Board’s request, to the ARIN Advisory Council via their email list, on December 11, 2008 with a note regarding a staff implementation date of January 7, 2009.

16. ARIN-Designated Representatives to the ISOC AC

Richard Jimmerson explained that he and Ray Plzak had been the two representatives from ARIN in 2008; however, Ray Plzak, having resigned from his position as President & CEO, is no longer a representative. Therefore, two representatives need to be determined for 2009.

It was the sense of the Board that Richard remain as one representative; and that the choice of the second be handled by the Interim CEO.

17. ARIN Registration Services Agreement (RSA)

Counsel led an attorney-client privileged discussion regarding the proposed v.10 of the RSA, in order for the Board to review specific policy changes in the RSA.

18. ARIN Planning Budget Review Process (PBRP)

The Chair deferred discussion of this item until the end of the day.

The Chair called for an Executive Session at 11:10 a.m. Due to scheduling conflicts, Scott Bradner left the meeting during this session.

The Chair resumed the meeting at 2:53 p.m. with the Board, Nate Davis, Counsel, Susan Hamlin and Scribe present.

As a point of reference, Item 7. Board Travel, was discussed by the Board during Executive Session.

The Chair stated that the Board would discuss Item 10. Membership Committee Report, as they decided not to defer it to their list as previously stated earlier in the meeting.

10. Membership Committee Report

Bill Woodcock stated that in 2008, the Committee consisted of himself, Counsel, Bill Manning, and Ray Plzak. He reviewed the outcome of the Membership Committee’s work; and, summarized it and the Anti-Takeover Committee’s conclusions.

He stated that both committees reached the same conclusions, and that no fee changes were anticipated in the Membership Committee’s report. The outcome of which, the Board gained consensus on the following points:

1. Agree to enfranchise legacy holders who hold a Legacy RSA.
2. Agree that legacy holders need at least one of their resources to be held under an RSA.

Discussion ensued on the following points:

3. Whether or not to remove the individual membership category.
4. That a member needs to meet all the above criteria (1-3) to declare eligibility to vote; and, then register to vote in the following election.

The board also gained consensus on:

5. Agree to Franchise ASN and End-users.

The Chair declared a break at 3:35 p.m. The Chair resumed the meeting at 3:45 p.m.

After much discussion, it was the sense of the Board that staff and Counsel work together taking legacy holders and the Virginia NonStock Corporation law into consideration, as a change to the bylaws would be needed.

Bill Woodcock then asked if anyone else on the Board was interested in joining the Membership Committee. Lee Howard and Paul Vixie volunteered.

The Board remanded the report to the Membership Committee for improvement.

18. ARIN Planning Budget Review Process (PBRP)

The Board reviewed the process. The Chair requested the FinCom review the budget and expenditure categories for consideration. The Board discussed the Strategic Planning Structure and Mission and Goals. After discussion, Nate Davis summarized that staff would work on the structure, and would present a report to the Board. The Chair stated the list with new categories would be sufficient to include in future reports to the Board.

19. Any Other Business

The Chair called for any other business. No other business.

20. Adjournment

The Chair entertained a motion to adjourn at 4:50 p.m. EST. Paul Vixie moved to adjourn and this was seconded by Lee Howard. The motion carried unanimously.