Board of Trustees Meeting Minutes - 10 June 2011 [Archived]

Teleconference

Attendees:

• Timothy Denton, Chair
• Paul Andersen, Treasurer
• Vint Cerf, Trustee
• John Curran, President & CEO
• Paul Vixie, Secretary

Minute Taker:

• Thérèse Colosi

ARIN Staff:

• Michael Abjuela, Staff Attorney
• Nate Davis, COO
• Bob Stratton, CFO

ARIN Counsel:

• Stephen M. Ryan, Esq.

Regrets:

• Scott Bradner, Bill Woodcock

1. Welcome

The Chair called the meeting to order at 1:37 p.m. EDT. The presence of quorum was noted, with acknowledged regrets sent from Scott Bradner and Bill Woodcock.

2. Agenda Bashing

The Chair called for comments. There were no comments.

3. Consent Agenda

Vint Cerf requested the items below required formal motions. The Chair agreed.

April 2011 Board Minutes.

It was moved by Vint Cerf, and seconded by Paul Andersen, that:

“The ARIN Board of Trustees approves the Minutes of April 11-13, 2011 ARIN Board Meeting, as written.”

The Chair called for discussion. There were no comments.

The motion carried with no objections.

Action taken without a Meeting.

The ARIN Board of Trustees needs to confirm the approval of Public Policy lobby related activity, and the corollary payment of taxes on such expenditures, as an action taken without a meeting via electronic approval on May 17, 2011.

It was moved by Vint Cerf and seconded by Paul Andersen that:

“The ARIN Board of Trustees approves the action taken without a meeting (via electronic approval) on May 17, 2011, of the approval of ARIN Public Policy Strategic Policy and payment of related taxes.”

The Chair called for discussion. Vint Cerf asked whether approval was unanimous among the Board on May 17. The President replied affirmatively that approval was unanimous via the e-mails received from the Board on their mailing list.

The motion carried with no objections.

4. Ratification of Policy Proposals

At their meeting on May 19, 2011, the ARIN Advisory Council (AC) recommended the following ARIN draft policies for Board ratification:

A) ARIN-2011-3: Better v6 Allocation for ISPs. The Board reviewed the draft policy text. The President stated the Policy Development Process (PDP) was followed and that this draft policy was well considered by the AC and the ARIN community.

It was moved by Paul Andersen, and seconded by Vint Cerf, 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 ARIN-2011-3: Better v6 Allocation for ISPs.”

The Chair called for discussion. There were no comments.

The motion carried unanimously via roll call vote.

B) ARIN-2011-4: Reserved Pool for Critical Infrastructure. The President provided an overview of the draft policy.

It was moved by Paul Anderson, and seconded by Paul Vixie, 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 ARIN-2011-4: Reserved Pool for Critical Infrastructure.”

It was noted this draft policy followed the PDP and was well considered by the community and the AC.

The motion carried unanimously via roll call vote.

C) ARIN-2011-5: Shared Transition Space for IPv4 Address Extension. The President provided an overview to the Board on the draft policy. He stated this draft policy was well considered in the ARIN region. He stated he had sent a message to the Public Policy Mailing List (PPML) and was also clear with the AC that it was unclear if ARIN’s mission includes the allocation of address space not to an organization, but purely for technical purposes and that RFC 2860 indicates such allocation should be made by the IANA.

After discussion, it was moved by Vint Cerf and seconded by John Curran, that:

“The ARIN Board of Trustees takes the recommendation of Draft Policy ARIN-2011-5: Shared Transition Space for IPv4 Address Extension formally under advisement, and directs the President to consult with the IAB and IESG on the potential issues of adopting said draft policy.”

The motion carried unanimously via roll call vote.

D) ARIN-2011-6: Returned IPv4 Addresses. The President explained that within the ARIN region, there have been discussions with regard to what to do with address space returned to ARIN until such time as there is an adopted global policy on the matter. This draft policy is a result of those discussions. The AC has recommended this draft policy unanimously for Board ratification. The President pointed out that the draft policy states “All IP address space that is returned, will be made available for allocation or assignment in the ARIN region as quickly as practicable.”

He stated that currently ARIN has received a large block that was returned from INTEROP. This policy implies that ARIN would reallocate that block within the ARIN region when needed. The President noted that reallocating this address space within the ARIN region might not match existing international expectations. This draft policy states that ARIN would reallocate returned space until a global policy is adopted. The President suggested that if ARIN moves forward on this draft policy, it would reallocate from the INTEROP block last.

Vint Cerf stated that these concerns be presented to the community in a statement that expressed that ARIN believes a global policy would be advisable. The President stated that ARIN does post a message to the community, regarding draft policy ratification, and can easily post a separate statement to the PPML.

Paul Andersen asked if the Board had to act on this recommendation. The President pointed out that there is an implicit statement in PDP that states that the Board can adopt, reject or remand a policy back to the AC for further work. He suggested that, while it is prone to misinterpretation by other regions, ARIN could state it is adopting it so that there is clarity in what we do in the period of time until a global policy is adopted.

It was moved by Paul Andersen, and seconded by Timothy Denton, 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 ARIN-2011-6: Returned IPv4 Addresses.”

The Chair called for discussion. There was no further discussion.

The motion carried unanimously via roll call vote.

5. 2011 ARIN Nomination Committee (NomCom)

In accordance with Bylaws Article VIII Section 2.a, “The Board shall annually appoint a Nomination Committee consisting of seven (7) persons, including: two (2) members of the Board of Trustees, two (2) members of the Advisory Council, and three (3) volunteer General Members in Good Standing.”

The Chair asked the President how AC candidates are chosen to be on the NomCom. The President answered that he recommends asking the Chair of the AC for two (2) volunteers from the AC. The Chair agreed this was a good idea.

Vint Cerf suggested the Board could compose some guidance to the Chair of the AC, with regard to the formation of the NomCom, and discuss representatives of the NomCom. Paul Andersen stated that the committee needed to define its role. The President stated that: 1) There is a valid need for the organization to protect itself from any parties who would wish to prevent ARIN from performing its mission; and, 2) there needs to be a process where new, genuine, and qualified parties can participate in the organization. He stated there is a balance that needs to be maintained. He pointed out that three (3) members in good standing are selected by random lot and there is a risk factor in that process. The Chair stated he found the NomCom Charter satisfactory as it allows application of sound judgment, and noted the text regarding having twice the number of candidates as there are seats, is sufficient. He stated that he was not seeking to reopen the Charter in this discussion.

It was moved by Timothy Denton, and seconded by Paul Vixie, that:

“Resolved, that the ARIN Board of Trustees adopts the Charter of the ARIN Nomination Committee, as written.”

After discussion, the motion was amended as follows:

“Resolved, that the ARIN Board of Trustees adopts the Charter of the ARIN Nomination Committee, as amended by:

1. Replacing the first sentence of the second paragraph of section 3.0 Scope of Responsibilities by adding the words ‘up to’ as follows:

‘The NomCom will seek to advance up to twice the number of candidates as the number of open seats, even if a larger number of qualified candidates is available.’”

2. Replacing the last sentence of the Charter by adding the words ‘shall only advance qualified nominees, but…’ as follows:

‘The NomCom shall only advance qualified nominees, but shall NOT exclude Nominees on the basis of Nominee’s constructive criticism of ARIN policies or Management.’”

3. Replacing the first sentence of section 2.0. Composition, Selection, and Term of the Committee, subparagraph 2.3, by deleting the words ‘by random lot’, and adding the words ‘selected by the NomCom members specified in 2.1 and 2.2’ as follows:

‘Three (3) volunteer Members in Good Standing from the ARIN General Membership, selected by the NomCom members specified in 2.1 and 2.2.’"

The motion, as revised, to adopt the NomCom Charter carried unanimously via roll call vote.

The President stated the Board needed to appoint Board members to the NomCom. He reminded the Board that any Trustee up for re-election (Timothy Denton and Bill Woodcock) were excluded.

It was moved by Timothy Denton, and seconded by John Curran, that:

“Resolved, that the ARIN Board of Trustees appoints the following persons to the 2011 Nomination Committee: Paul Vixie, Board Representative and Committee Chair; and, Paul Andersen, Board Representative.”

The motion carried with no objections.

6. ARIN Audited Financial Statements.

• Financial Report of the Auditors. Vint Cerf, as Audit Committee Chair, presented the report to the Board for their acceptance. Vint stated that the auditors provided a clean audit and that he had spent time with ARIN’s CFO reviewing the report and the 990 IRS form in detail. He was quite satisfied with the report and saw no reason why the Board should have any concerns. He stated that if there are issues, to please raise them, but recommended the Board adopt the suggested motion as written after the CFO’s following presentations.

• Auditor Memorandum to Management. The CFO presented the Auditor’s Memorandum to Management to the Board. He stated there were no material deficiencies or weaknesses, and that all concerns had been addressed.

• Report to the Audit Committee. The CFO presented the Auditor’s report to ARIN’s Audit Committee, to the Board. He stated it was very clear and the treatment is reasonable. He explained that the investments are categorized due to liquidity, and how to value them; and, that ARIN is in level 1 (mutual funds) and level 2 (CDs), which is a good position.

It was moved by Vint Cerf, and seconded by John Curran, that:

“The ARIN Board of Trustees hereby adopts the Financial Audit Report, as presented, by ARIN’s Audit Committee.”

The motion carried unanimously via roll call vote.

7. Finance Committee Update

A. Adjustment to Approval Limit for Treasurer. The Finance Committee (FinCom) recommends the Board set a new Treasurer Approval Level, per the outcome of the FinCom’s most recent meeting held in April. The Treasurer reported that after examination of the approvals by the Treasurer, a much lower threshold was needed.

It was moved by Paul Andersen, as Treasurer, and seconded by John Curran, that:

“The ARIN Board of Trustees, based on the recommendation of the Finance Committee, adopts a new Treasurer Approval Level for budgeted purchases and payments for any amount $100,000, or greater. In addition, any purchases or payments over $25,000, which are not budgeted for, would require prior Treasurer approval. Staff will supply the FinCom with quarterly reports listing all payments of over $25,000 to give clarity to organization’s financial position.”

The Chair called for discussion. The President noted that these were reasonable controls. The CFO stated that the Auditors were also amenable to this treatment. The Treasurer stated that it improves the reviewing process, and makes it more efficient.

The motion carried unanimously via roll call vote.

B. Elimination of X-Small/Micro-allocation IPv6 Fee Category. The FinCom recommends the Board eliminate this fee category, per the outcome of the FinCom’s most recent meeting held in April. The Treasurer stated that ARIN should not publish fees for something it does not allocate.

It was moved by Paul Andersen, as Treasurer, and seconded by Vint Cerf, that:

“The ARIN Board of Trustees, based on the recommendation of the Finance Committee, requests that staff change the block size for the IPv6 Small category to only show /32; and, to remove the X-Small/Micro-allocation IPv6 category from the ARIN fee schedule, with the stipulation that such a category will be investigated if the Number Resource Policy Manual is changed to allow for allocations smaller than the current minimum allocation size.”

The Chair called for discussion. It was the sense of the Board this was a good idea. The CFO stated that if there were any changes, the FinCom would meet and make recommendations.

The motion carried unanimously via roll call vote.

C. Rebalance Reserve Funds. The FinCom recommends the Board approve the rebalancing of the Long Term Reserve Fund, per the outcome of the FinCom’s most recent meeting held in April. The CFO stated that moving $3M from the long-term reserves to CDs in the operating reserve makes it easier to pull the money out if needed. The market returns were substantial, and this also locks some of it in, from risky assets to less risky assets.

It was moved by Paul Andersen, as Treasurer, and seconded by Tim Denton, that:

“The ARIN Board of Trustees, based on the recommendation of the Finance Committee, supports the proposal that Morgan Stanley be instructed to move $3,000,000 from the Long Term Reserve Fund to the Operating Reserve Fund to both rebalance the overall structure of the Long Term Reserve Fund; and, to prepare for any withdrawals that may be required during the year due to capital expenditures such as software and infrastructure build-out.”

The motion carried unanimously via roll call vote.

8. General Counsel Update

Counsel provided an attorney-client privileged and work product related briefing to the Board on current issues.

9. INTEROP Address Block Recommendation

The President stated that in light of the draft policies recommended by the AC to the Board no separate action was required at this time.

10. ARIN Advisory Council Standing Rules & Special Rules of Order

The President stated this item is the result the AC being proactive and adopting a rule implementing something that is currently in the draft revised PDP, more specifically: that AC members will not participate in petitions on policy matters.

He explained that the AC implemented a standing rule regarding this matter that led to extensive discussions of the situation the PPML. Some members of the community expressed that it was inappropriate for them to adopt such a rule. The AC Chair asked the President and Counsel to review the rule. Per that review, it is determined that Board must adopt any standing rules of the Advisory Council; the AC lacks this authority unless specifically stated in the Bylaws. If the AC needs a rule, they can request that the Board consider it. The President reviewed the current standing rules with the Board, striking the petition rule, and any rules pertaining to fiscal matters, since the Council has no authority in fiscal matters.

It was moved by Paul Andersen, and seconded by Paul Vixie, that:

“The ARIN Board of Trustees hereby approves the ARIN Advisory Council’s Standing Rules & Special Rules of Order, as modified, recommended by and for the Council, with said rules to be updated and posted to the Council’s Wiki.”

The motion carried unanimously via roll call vote.

11. Resource Certification Key Infrastructure (RPKI)

The President stated that, in the past, the Board raised a legitimate concerns that ARIN exercise care in rolling out its ‘RPKI service offering’ and to consider all of the potential risks that offering RPKI would pose for the organization. He personally welcomed this, and believed it was worth taking the time to do it right. He explained that over the last year, ARIN has improved the offering technically, in that users cannot deny that they performed certain actions. ARIN has improved the offering legally – with an agreement with all parties that is explicit, not implicit, in nature. He stated that the last change was the key change that allowed better characterization of the risks inherent in offering the service. The digital information one needs to decode ARIN’s RPKI certificates (the trust anchor) is only available via online download from ARIN’s website, via a click-though agreement. While this does not eliminate ARIN’s risks, it provides a contractual basis for everyone ARIN deals with, and that is a major improvement.

The President stated that ARIN’s Staff Attorney worked with General Counsel for concurrence on the points of the recommendation memo to the Board. The President recommended to the Board approval of the rollout of RPKI services.

The Chair called for a motion. The President responded approval of RPKI services rollout is not generally something that the Board needs to make a motion on. He stated he would seek the sense of the Board, and if it were the sense of the Board to proceed, ARIN would do so.

Vint Cerf stated that he saw no reason not to make a motion and that it would be best to have recorded on the record.

It was moved by Vint Cerf, and seconded by Paul Andersen, that:

“The ARIN Board of Trustees approves the CEO to rollout Resource Certification Key Infrastructure (RPKI) services in accordance with the materials supplied to the Board.”

The motion carried with 4 in favor, and 1 abstention (Timothy Denton) via roll call.

12. Any Other Business

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

13. Adjournment

The Chair entertained a motion to adjourn 3:31 p.m. EDT. Paul Andersen moved to adjourn, seconded by John Curran. The meeting was adjourned with no objections.