Board of Trustees Meeting Minutes - 19 December 2016 [Archived]

Teleconference

Attendees:

• Paul Andersen, Chair

• Vint Cerf, Vice Chair

• John Curran, President & CEO

• Timothy Denton, Secretary

• Aaron Hughes, Trustee

• Bill Sandiford, Treasurer

Scribe:

• Thérèse Colosi

ARIN Staff:

• Nate Davis, COO

ARIN Counsel:

• Stephen M. Ryan, Esq.

Observers:

• Patrick Gilmore, 2017 Trustee-Elect
• Merike Kaeo, 2017 Trustee-Elect

Regrets:

• Bill Woodcock, Trustee

1. Welcome & Agenda Review

The Chair called the meeting to order at 3:02 p.m. EST and welcomed everyone to the call. He asked for any comments on the agenda. There were no comments.

2. Consent Agenda

The Chair reviewed the consent agenda with the Board.

1. Approval of the Minutes of 14 November 2016. (Exhibit A)
2. Notice of ARIN Board-related ACSP Responses. The following suggestions were received via the ARIN Consultation and Suggestion Process (ACSP).
3. Suggestion 2014.10 Changes to Candidate Speeches (Exhibit B)
4. Suggestion 2015.17 Voting System Change for ARIN Elections (Exhibit C)
5. Suggestion 2016.10 Allow Billing Consolidation for Organizations with both LRSA and RSA Resources. (Exhibit D)

It was moved by Vint Cerf, and seconded by Aaron Hughes, that:

“The ARIN Board of Trustees approves the items in the Consent Agenda, as presented.”

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

The motion carried with no objections.

3. Approval of the 2017-2018 Budget

Bill Sandiford, Chair of the Financial Committee (FinCom) stated that on 29 November 2016, the FinCom met and reviewed the budget. It is their recommendation that the Board approve the 2017-2018 budget being presented.

The President stated the hiring surge for engineering staff at ARIN had been completed successfully, and that 2017 will be the first full year with the completed engineering team. He noted therefore, that there would be an expected increase in the budget over previous years.

The President stated that the 2017-2018 budget expenses are on the order of $23.7M and $24.4M respectively, and that expenses are currently at $20.5M for 2016. He explained that there will be a significant change in 2017. Next August, at the Board’s annual workshop, there will be a long-term forecast presented for discussion to include stabilizing the operating expenses and revenue, with a target of an overall reserve level consisting of approximately one year’s worth of expenses. ARIN will be carefully looking at expenses, which will go down from where they now stand, and that there was plenty of time for re-assessment. The important point is that the IPv4 to IPv6 transition will no longer significantly impact ARIN’s ability to maintain the registry since, in terms of revenue, the current fee schedule is now based on tiers which are comparable between IPv4 and IPv6.

Additionally, ARIN has built up a reserve allowing transition to long-term stable revenue in a post-transition scenario. The 2017 expenses are also higher because the operating plan captures deferred items from 2016 due to staffing increases. For example, Richard Jimmerson was leading the Registration Services Team on an interim basis during 2016, rather than focusing on customer satisfaction, therefore the regular customer satisfaction survey was not conducted. It is now planned to be conducted in 2017, and thus shows as a net increase in the proposed budget when compared to the 2016 actual expenses. The President reviewed the items with the Board in a slide presentation, showing expenses and reserves. He noted that the expenses will increase during the next two years with an expected draw from the investment reserves of $4.8M in 2018.

Dr. Cerf expressed discomfort regarding the need to bring net to reserves from -$4.8M to $0 after 2018, noting it would be a big step. He stated that he needed to understand it better – what it was made up of, and how to resolve it as early as 2019. The President acknowledged his concern, stating that that if ARIN did not already have a reserve balance of $31.2M, it would not be a prudent plan. The President acknowledged the challenge of normalizing operating expenses to revenue, noting it will not get to $0, rather it will be within the margin of interest generated on the reserves.

On the matter of external funding requests, the President stated that ARIN had received two requests. He explained that funding requests were held in abeyance until the year’s end when the budget was prepared, in accordance with the Board’s approved procedure. The first request was for the development of the open source Kea DHCP server. Though worthwhile, ARIN needs to focus on its own matters; therefore, based on fiscal prudence, ARIN will not be recommending funding for this request.

The second funding request was from CrypTech. The President noted that they were requesting significate funds. He stated that their project was not part of ARIN’s mission and the organization’s requirements did not match ARIN’s requirements for making contributions. The President would not recommend funding for this request, and also noted it was not in the budget. Vint Cerf concurred that while ARIN had a deficit it should not contribute funding if a request was not directly in ARIN’s purview.

It was moved by Bill Sandiford, and seconded by Tim Denton, that:

“The ARIN Board of Trustees approves the 2017-2018 budget as presented.”

The Chair called for discussion. There were no further comments.

The motion carried with all in favor, via roll call vote.

4. Ratification of Recommended Draft Policies

(Exhibit E, Exhibit F, Exhibit G, Exhibit H, Exhibit I, Exhibit J,)

The President stated that at the ARIN Advisory Council (AC) meeting on 17 November 2016, the AC voted to forward the following recommended draft policies to the ARIN Board for adoption.

Vint Cerf asked if, for efficiency, the President could discuss each policy and call for any concerns after each one. If there were no concerns, the Board could make one motion for all of the policies, rather than having six roll call votes. If there were concerns, the Board could have a roll call vote on that policy separately.

The President stated that there was nothing that prevented the Board from making an omnibus motion, at the Chair’s discretion. The Chair was amenable to Dr. Cerf’s suggestion.

The President stated that all of the recommended draft policies went through the ’last call’ period with the community, received support, and followed ARIN’s Policy Development Process. All of the policies were recommended by the ARIN Advisory Council, and there were no aberrations in any of the policies.

The Chair asked the Board if there were any objections to moving the policies forward as a whole, from a roll call perspective. There were no objections on the proposed procedure.

Vint Cerf, as a point of order, reiterated that the President walk through each policy and call for if any objections. If there were none, then the Board could hold one vote for all policies. The Chair requested that the President proceed with his overview of each policy. The President proceeded reviewing each recommended draft policy:

• Recommended Draft Policy ARIN-2015-2: Modify 8.4 (Inter-RIR Transfers to Specified Recipients). (Exhibit E) The President reviewed the policy text with the Board. The Chair called for any concerns with the policy. There were no comments or concerns.
• Recommended Draft Policy ARIN-2016-1: Reserved Pool Transfer Policy. (Exhibit F) The President reviewed the policy text with the Board. The Chair called for any concerns with the policy. There were no comments or concerns.
• Recommended Draft Policy ARIN-2016-2: Change Timeframes for IPv4 Requests to 24 Months. (Exhibit G) The President reviewed the policy text with the Board. The Chair called for any concerns with the policy. There were no comments or concerns.
• Recommended Draft Policy ARIN-2016-4: Transfers for New Entrants. (Exhibit H) The President reviewed the policy text with the Board. The Chair called for any concerns with the policy. There were no comments or concerns.
• Recommended Draft Policy ARIN-2016-5: Post-IPv4-Free-Pool-Depletion Transfer Policy. (Exhibit I) The President reviewed the policy text with the Board. The Chair called for any concerns with the policy. There were no comments or concerns.
• Recommended Draft Policy ARIN-2016-6: Eliminate HD-Ratio from NRPM. (Exhibit J) The President reviewed the policy text with the Board. The Chair called for any concerns with the policy. There were no comments or concerns.

It was moved by Bill Sandiford, and seconded by Tim Denton, that:

“Based on the recommendation of the ARIN Advisory Council, and noting that the Policy Development Process has been followed, the ARIN Board of Trustees adopts the following Recommended Draft policies, as presented:

• ARIN-2015-2: Modify 8.4 (Inter-RIR Transfers to Specified Recipients)
• ARIN-2016-1: Reserved Pool Transfer Policy
• ARIN-2016-2: Change Timeframes for IPv4 Requests to 24 Months
• ARIN-2016-4: Transfers for New Entrants
• ARIN-2016-5: Post-IPv4-Free-Pool-Depletion Transfer Policy\
• ARIN-2016-6: Eliminate HD-Ratio from NRPM”

The Chair called for discussion. The President stated that the AC worked diligently on these policies, revising text and working with the community to review them. He stated that the AC does an exceptional job, and by the time they have to recommend a policy for adoption, it meets the criteria in the Policy Development Process, including community support. The President stated that he had no concerns with any of the policies on the table.

The motion to adopt the six recommended draft policies carried via roll call vote with all in favor.

5. ARIN 401K Discretionary Match

(Exhibit K)

The President stated that ARIN is an excellent place to work, surrounded by other similar workplaces in the DC area. ARIN does not have stock options or similar incentives to retain people in the way many of these other organizations have; however, ARIN does provide a 401K discretionary match that distinguishes ARIN from other workplaces in the area. ARIN contributes to this match when it is doing well, including delivering on operating objectives and performing within budget, as it has done in 2016. He stated that there is $388K budgeted this year to contribute, proportionate to employee contributions. The Board has requested ARIN provide this contribution when warranted, and seek the Board’s approval to do so. The Chair requested a column be added in the future to show the percentage of each year’s contribution. The President acknowledged his request, noting that the requested matches brought to the Board in past years have been at 5%.

It was moved by Aaron Hughes, and seconded by Vint Cerf, that:

“The ARIN Board of Trustees approves the 2016 401K 5% Discretionary Match for ARIN employees.”

The Chair called for discussion. There were no comments.

The motion carried with all in favor, via roll call vote.

6. Legal Update

ARIN Counsel stated that there was no legal update at this time.

7. Any Other Business

The Chair called for any other business. The Chair noted that this was the final Board meeting of 2016, and expressed thanks to Dr. Cerf, as this was his last meeting as a member of the ARIN Board.

It was moved by Paul Andersen and seconded by Bill Sandiford, that:

“BE IT RESOLVED, the ARIN Board of Trustees wishes to express their sincere and deep appreciation and gratitude to Dr. Vint Cerf for his dedication and guidance in his role as both the ARIN Board Chair and Vice Chair. Both his wise contributions and wry humor will be sorely missed.”

The motion carried by acclamation.

Dr. Cerf thanked the Board stating that it was a pleasure to serve on the ARIN Board, and that the new Board for 2017 included capable and experienced additional Board members

8. Adjournment

The Chair entertained a motion to adjourn at 3:43 p.m. EST. Vint Cerf moved to adjourn. The meeting was adjourned with no objections.