Board of Trustees Meeting Minutes - 22 November 2010 [Archived]

Teleconference

Attendees:

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

Minute Taker:

• Thérèse Colosi

ARIN Staff:

• Nate Davis, COO
• Bob Stratton, CFO

ARIN Counsel:

• Stephen M. Ryan, Esq.

Observer:

• Vint Cerf

1. Welcome

The Chair called the meeting to order at 1:03 p.m. EST. The presence of quorum was noted.

2. Agenda Bashing

The Chair called for any comments. Due to time constraints, the Chair stated reordered item 8 before item 6; and that item 11 would be discussed next, per Paul Andersen’s request.

11. NRO NC/ASO AC Vacancy

The Board needs to appoint one of the nominees, subject to their acceptance, or solicit additional candidates and then make an appointment. It was the sense of the Board to choose from the list of nominees. After discussion of each candidate, the Board agreed on selecting Mr. Ron da Silva for the NRO NC/ASO AC vacancy. The President stated he would contact Mr. da Silva for confirmation of his acceptance.

The Chair resumed the agenda in order as follows.

3. Approval of the Minutes

It was moved by Lee Howard, as Secretary, and seconded by Scott Bradner, that:

“The ARIN Board of Trustees adopts the Minutes of the October 6 & 7, 2010 meeting as written.”

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

The motion carried with no objections.

It was moved by Lee Howard, as Secretary, and seconded by Scott Bradner, that:

“The ARIN Board of Trustees adopts the Minutes of the October 18, 2010 meeting as written.”

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

The motion carried with no objections.

4. Ratification of Draft Policies

At their meeting on November 18, 2010, the ARIN Advisory Council recommended the ARIN Board adopt the following Draft Policies:

A) Draft Policy 2010-10: Global Policy for IPv4 Allocations by the IANA Post-Exhaustion.

It was moved by Scott Bradner, and seconded by Bill Woodcock, that:

“The ARIN Board of Trustees, based on the recommendation of the ARIN Advisory Council, and noting that the Policy Development Process has been followed, adopts “Draft Policy 2010-10: Global Policy for IPv4 Allocations by the IANA Post-Exhaustion.”

The Chair called for discussion. The Board reviewed the history and text of the draft policy. It was noted this policy does not address return policy, but is similar to Draft Policy 2009-3; and, that a one word minor change had been made. Paul Anderson asked whether the draft policy could go back to the Advisory Council for review, if there is any controversy over the minor change. The President answered that it could.

The motion carried with 6 in favor and, 1 abstention (Tim Denton) via roll call.

B) Draft Policy 2010-12: IPv6 Subsequent Allocation.

It was moved by Scott Bradner, and seconded by Lee Howard, that:

“The ARIN Board of Trustees, based on the recommendation of the ARIN Advisory Council, and noting that the Policy Development Process has been followed, adopts “Draft Policy 2010-12: IPv6 Subsequent Allocation.”

The Chair called for discussion. The Board reviewed the history and text of the draft policy. The President noted that it had received much discussion on the Public Policy Mailing List (PPML); and, the community is strongly in favor of anything that can be done to facilitate IPv6.

As a point of order, Tim Denton expressed technical difficulties during the previous vote of Draft Policy 2010-10 and stated he voted in favor of the policy but, unfortunately, his voice was not heard. His vote in favor of Draft Policy 2010-10 was noted.

The President stated that the most significant change to the draft policy is the underlying sentence in section 6.5.2.1 ‘Justification for transitional allocations will be reviewed every three years and reclaimed if not in use for transitional purposes.” Lee Howard asked how difficult will it be to review this data every three years? The President stated that it would depend on the level of diligence ARIN sets.

The motion carried unanimously via roll call.

5. Changes to the ARIN Bylaws

The Chair reviewed the changes with the Board.

A) It was moved by Scott Bradner, and seconded by Lee Howard, that:

“The ARIN Board of Trustees amends ARIN Bylaws, by adding a definition for the Compensation Committee to ARTICLE VI: Board of Trustees, Advisory Council and Committees, Section 3. Committees, Working Groups and Task Forces, to read as follows:

Section 3. Committees, Working Groups and Task Forces. Committees, working groups, and tasks forces (hereafter known and referred to as committees) may be formed to consider, investigate, or take action on certain matters. The Board of Trustees shall determine when committees are needed and how members shall be elected or appointed. The President and CEO of ARIN serves as an ex-officio member of all committees, regardless of type, except any relating to compensation.

1. Standing Committees. Standing committees shall perform a continuing function and remain in existence permanently.

A Compensation Committee shall be appointed by the Board during the first meeting of the year. The committee shall consist of the Chair of the Board along with two elected members of the board. The Compensation Committee shall be responsible for reviewing the performance of the President and determining the President’s compensation. The Compensation Committee may at its discretion designate a temporary Acting President upon the death of the President, in a case where the President has in writing indicated a period where the President cannot undertake his/her official duties, or if the Compensation Committee determines that the President cannot perform the duties of the office. The Board shall convene as soon as practical after any such designation to review the decision and determine the best course of action. The Compensation Committee shall have such other duties as determined by the Board. 2. Special Committees. Special committees shall be appointed to carry out a specified task. At the completion of the task, special committees shall be dissolved.”

The Chair called for discussion. The President noted that the appropriate notice to the Board was provided in advance of this meeting and that the addition of the paragraph under ‘a. Standing Committees’ that defines the Compensation Committee is germane and applicable.

The motion carried unanimously via roll call.

B) It was moved by Scott Bradner, and seconded by Lee Howard, that:

“The ARIN Board of Trustees amends ARIN Bylaws, by replacing the last sentence of Article VII, Section 4, President, to read as follows:

The President shall be the Chief Executive and Administrative Officer and will be hired by the elected members of the Board of Trustees. The President shall serve as an ex officio non-voting member of all committees created by the Board of Trustees other than the Compensation Committee. The President shall serve pursuant to a written agreement setting forth compensation and terms and conditions of employment. The President shall act in an advisory capacity to all other officers and Trustees. Within the limits established by the Board of Trustees the President shall: execute contracts on behalf of ARIN, have full authority over the administration and management of ARIN, and further shall exercise such other powers as usually pertain to the chief operating official of an organization. In the case of the death of the President, or a case where the President has, in writing, indicated a period where the President cannot undertake his/her official duties, the official duties of the President shall be performed following the process defined in the adopted ARIN succession plan, until such a time that the Compensation Committee can meet.”

The Chair called for discussion. Scott Bradner stated that currently there is no actor to describe these functions, and this defines that some group has the power to review the President’s capabilities.

Paul Andersen and Scott Bradner noted ARIN’s succession plan and felt the Compensation Committee could approve it at the meeting in January. The Chair agreed.

The motion carried unanimously via roll call.

The Chair stated that item 8 would be discussed at this time, due to time constraints.

8. Legacy RSA Strategy

During the Atlanta Board meeting, a discussion paper on services for legacy resources holders was presented. The Legacy RSA is presently available to the community through December 31, 2010, and the Board needs to consider either a permanent approach or another temporary LRSA extension. After discussing the pros and cons, it was moved by Scott Bradner, and seconded by Paul Andersen, that:

“The ARIN Board of Trustees extends the availability of the Legacy Registration Services Agreement (LRSA) for a period of one (1) year.”

Vint Cerf left the meeting at this time (2:00 pm. EST).

The Chair called for discussion on the motion. Lee Howard was opposed to continuing to extend the LRSA; and thought it better to make it a final offering. However, he felt if necessary, it could be re-offered in the future.

Scott Bradner disagreed and felt it was a good idea to extend it, going into this next era of transfers enforcing LRSAs.

The motion carried with with 6 in favor, and 1 against (Lee Howard) via roll call.

As a point of order, Paul Andersen expressed his possible need to leave the meeting due to time constraints. The Chair polled the Trustees and it was agreed the meeting would be no longer than 90 minutes.

The President stated he would extend the deadline for organizations to sign an LRSA, and the Board will take up further discussion of the position paper at their workshop in January. The Chair requested the workshop agenda be provided in advance for review. The President stated he would provide.

The Chair resumed the agenda as follows:

7. CEO Letters

The President stated that during ARIN XXVI in Atlanta, community members expressed interest in ARIN re-sending a CEO letter (or similar) as was done in mid-2009 regarding preparing for IPv6 transition. The President stated it would be an unbudgeted expense, and needed a sense of the Board on the matter. Discussion ensued on the matters of costs, effectiveness of the effort, and possible, different ways to get the message across.

As the Board did not reach consensus on the topic, and in the interest of time, the Chair stated this would be a topic of discussion for the Board’s workshop.

Chair stated Item 6 would be discussed at this time.

6. Discuss RPKI Risks/Issues

The Board needs to review legal risk summary and decide appropriate next steps. The President noted that ARIN would miss the roll out deadline of the January 1, 2011; but suggested a target deadline of the end of the first quarter of 2011 with discussion and approval during the Board’s workshop. Scott Bradner was in support of the idea. Paul Andersen reiterated his request for staff to assess the actual demand for ARIN’s proposed RPKI offerings, as it is unclear there is any significant demand for such an offering given the cost of the offering. Bill Woodcock stated he would like a cost benefit analysis.

The Chair recommended this matter be discussed first on the Board’s workshop agenda in January.

The Chair resumed the agenda in order.

8. Legacy RSA Strategy

Previously discussed above.

9. 2010 ARIN Fellowship Report

The President provided a report as an informational item to the Board. He stated the program provides new faces and organizations, within the membership. After the presentation, the Chair requested that any comments or questions be sent via the Board’s mailing list.

10. 2010 Election Report

The President provided a report as an informational item to the Board regarding the ARIN elections for 2010. He noted a comment about the process that came from the community: if an organization transfers to another organization, there can be ambiguity regarding whether or not they can vote. The President noted that staff is currently looking at this matter. The President stated that he felt the 2010 ARIN elections were a success. The Chair agreed and thanked him for the information provided.

11. NRO NC/ASO AC Vacancy

Previously discussed above.

12. Any Other Business

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

13. Adjournment

The Chair entertained a motion to adjourn at 2:32 p.m. EST. Scott Bradner moved to adjourn, and this was seconded by Paul Andersen. The motion carried with no objections.