Board of Trustees Meeting Minutes - 31 July 2018 [Archived]

Teleconference

Attendees:

• Paul Andersen, Chair
• Bill Sandiford, Vice Chair
• Dan Alexander, Trustee
• Nancy Carter, Treasurer
• John Curran, President & CEO
• Patrick Gilmore, Trustee
• Aaron Hughes, Trustee

Scribe:

• Therese Simcox

ARIN Staff:

• Nate Davis, COO
• Richard Jimmerson, CIO

ARIN General Counsel:

• Stephen M. Ryan, Esq.

1. Welcome & Agenda Review

The Chair called the meeting to order at 1:00 p.m. EDT. The presence of quorum was noted. The Chair acknowledged Bill Sandiford would be delayed to the meeting.

2. Consent Agenda

(Exhibits A, B, C)

• Approval of the Minutes of - Approval of the Minutes of - Overdue Expense Reports – Informational

It was moved by Aaron Hughes, and seconded by John Curran, that:

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

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

The motion carried with no objections.

The Chair stated that item 8 would be discussed at this time.

8. Overdue Expense Approval - Delong

(Exhibit O)

Per the established travel policy, Mr. DeLong’s overdue expense reimbursement request needs Board approval. The Chair suggested that given Mr. Delong did not have a chronic history of delinquent reports, that the Board approve Mr. DeLong’s expenses. The Chair further suggested that the Treasurer include a note to Mr. DeLong with regard to timely travel expense submissions.

It was moved by John Curran, and seconded by Aaron Hughes, that:

“The ARIN Board of Trustees approves the processing of the expense report from Owen DeLong, and directs the Treasurer to send him a reminder to promptly file in the future.”

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

Bill Sandiford joined the call at this time (2:06 p.m. EDT).

The Chair stated discussion would resume in order of the agenda.

3. ARIN Policy Matters

(Exhibits D, E)

At their meeting on 17 May 2018, the ARIN Advisory Council recommended the following ARIN recommended draft policy for adoption by the ARIN Board: ARIN Recommended Draft Policy 2017-12: Require New POC Validation Upon Reassignment.

At the May 24 2018 Board meeting, the ARIN Board deferred adoption of this policy until staff could prepare an implementation impact assessment so that the Board can better understand the impact of implementation to the organization. The assessment was provided to the Board and reviewed by the President.

The President explained the technical and operational processing that was involved and related challenges for staff. As implemented, there would be significant development effort, roughly 1/8 of a year, for an FTE with regard to the engineering development workload. The President also noted that Registration Services receives inquiries regularly from customers who end up with multiple emails asking them to validate duplicate POCs as a result of ISPs having workflows which create POCs for every new connection.

The President presented two implementation options: A) Proceed with the policy as recommended by the AC, as written; or B) In conjunction with policy implementation, ARIN would change its definition for a “valid reassignment request” to mean that the POC must already exist. If the POC does not exist, ARIN would fail the request. This would put the onus on the requesting organization to make sure they create valid POCs in advance of the reassignment request. This would maintain a more normal workflow, but a significant change from the workflow implied in the policy. It would shortcut the policy process somewhat in making this operational change, but it is indeed an operational matter, and thus within the ARIN organization’s ability to change it.

The President suggested an alternative for the Board is to remand the policy back to AC noting that the technical and operational challenges are not addressed in their policy assessment against the Policy Development Process (PDP) criteria, particularly that of “technically sound”, and to ask that the AC confer with the impacted community, if they have not already; and, that the AC update their policy assessment.

The President stated that there are two potential suggested motions: option A adopts this policy, and option B is to direct the President to consult the community on the operational change regarding valid requests. He stated staff would open a community consultation on the matter of reassignments to POCs being invalid if they do not exist.

The President raised Aaron Hughes’ employment with 6Connect, and if there are any conflicts real or perceived. After a brief discussion, the Board was of the view that no such conflict exists in relation to the item on the floor.

Staff was asked if the additional costs would be accounted for in the existing budget. The President noted that currently there was no plan to add resources to complete the work, but other planned work would be displaced; thus, there is no expected budget impact.

Aaron Hughes noted that accuracy is a deep concern and that he believed ARIN is performing the antithesis with the existing policy. The Chair asked him which implementation he would prefer, and Aaron noted option B.

The President stated he believed option B, rejecting requests upfront, had the potential to make it more challenging for ISPs to make detailed reassignments and may lead to them not doing so at all or using simple reassignments – which are more like public comment fields.

The President suggested that if the Board remands this policy to the AC, the Board should state to the AC that it is concerned with how technically sound the policy is and ask the AC for a more complete write-up in policy assessment regarding the technical soundness for large ISPs and solution vendors.

It was suggested that the AC be asked, as part of this effort, to research the operational and technical workflow, and how it works for customers who do this on a regular basis with a target on large ISPs and IP address management software vendors.

The Chair reviewed the history of the policy from November of 2017 and asked that given the policy had not been in the process a long time, whether there would be issues with further delay by remanding the process to the AC.

The President answered that ARIN currently deals with the problem of reassignments to unvalidated POCs, and will continue to do so. Right now, if an organization were to sign up with 20 ISPs, in many cases it would get 20 POCs. The policy change would improve the situation because the policy change would force ISPs to correct the information - although it would have a significant technical and operational impact on the ISPs who routinely make detailed reassignments for customers.

The President was asked if the AC had been advised and had considered the significant resource impact on ARIN and was it given due discussion? The President stated that he believed the level of resources is a red herring. The Board manages resources and it needs to make the decision. He believed the valid question on whether the policy is technically sound and, if implemented, it will be something implemented by large ISPs. Theoretically, the day this happens, the ISPs making large numbers of detailed reassignments begin having the requests put on hold and would not know for 10 days, at which point most may be rejected. The President did not believe the technical impact had been researched with regard to large ISPs.

It was noted that while the Board ultimately allocates resources, the staff impact report should be given to the AC to allow them to decide between differing options which option may be preferable.

It was the sense of the Board to dismiss the current motion on the table to adopt ARIN Recommended Draft Policy: ARIN-2017-12: Require New POC Validation Upon Reassignment.

It was then moved by John Curran and seconded by Aaron Hughes, that:

“The ARIN Board of Trustees remands ARIN Recommended Draft Policy 2017-12: Require New POC Validation Upon Reassignment to the ARIN Advisory Council. Noting the complexity of the policy, the Board wants a more complete policy assessment of technical soundness, and recommends interviews by the Advisory Council with ISPs who make numerous delegation requests including with IP management platforms.”

The Chair called for discussion.

It was suggested as an amendment to the motion to ask the AC if they’ve already considered interviews and if not, then do so as suggested in the motion. The President agreed with the idea of asking the AC to conduct interviews with those organizations if they have not done so. He noted however, that if they have, that data did not make it into the write-up with regard to technical soundness.

There was general consent to the change to the motion. The new motion reads:

“The ARIN Board of Trustees remands ARIN Recommended Draft Policy 2017-12: Require New POC Validation Upon Reassignment to th ARIN Advisory Council. Noting the complexity of the policy, the Board wants a more complete policy assessment of technical soundness, and recommends interviews by the Advisory Council with ISPs who make numerous delegation requests including those with IP management platforms, if such interviews have not been already conducted.”

The Chair asked Dan Alexander if, as a former AC member and AC Chair, he believed the motion gave enough clarity to the AC. Dan Alexander believed the Board was being clear, and stated that he did not have an issue with remanding the policy.

The Chair asked the President if there would be any concern with staff conducting interviews under the AC’s direction to alleviate the workload on the AC. The President indicated such support would be offered.

The motion to remand ARIN 2017-12 to the AC carried with all in favor via roll call vote.

4. Treasurer’s Report – Presentation of Q1 2018 Financials

(Exhibits F, G)

Presentation of Q1 2018 Financials. The Treasurer reviewed the report with the Board. She stated that staff has been working diligently on providing the Board with financials on a timely basis. She reviewed the reports with the Board stating they are in good shape and on track, and noted that investment income was lower than expected so far this year.

The Chair asked with regard to the investment income if the Finance Committee (FinCom) was in contact with ARIN’s financial advisors. The Treasurer replied affirmatively and noted the information is in the advisors reports that they provide. The Chair thanked the Treasurer for the quarterly report.

5. ARIN Board Expansion Consultation

(Exhibits H, I)

It was moved by John Curran, and seconded by Aaron Hughes, that:

“The ARIN Board of Trustees adopts the changes to the ARIN Bylaws, as presented.”

The Chair called for discussion. The President stated that he has reviewed all of the communications received from the community consultation. He was saddened by the outcome, as it is apparent ARIN did not make a clear case to the community as to why the Board should be expanded. He noted that there was very limited support for proceeding, with the vast majority stating that changing the size of the Board will not necessarily change the overall breath of experience or background of the Board. He noted that there was some consensus that the Board should look at ARIN’s Nomination Committee (NomCom) processes, and work to solve issues there first. The President explained his disappointment was because he believes it truly is in ARIN’s interest to expand the Board due to impending directional issues that will arise in the Internet registry community in the coming years, but as ARIN exists to serve its members, there is a tradeoff between the Board’s view of what is best versus the organization acting contrary to the membership’s wishes. He noted that not having a larger Board is unfortunate and poses some risk, but disregarding the clear community input poses a greater risk. The Chair remarked that the President has perfectly articulated his views on the topic and next steps.

The motion failed with 5 against (Andersen, Carter, Gilmore, Hughes, Sandiford) and 1 abstention (John Curran) via roll call.

Dan Alexander was unable to register his vote due to telecommunication difficulties. When he was able to regain connection he indicated he was against the motion and asked it be recorded in the minutes for the record.

In the interest of time, the Chair stated that Item 7 would be discussed at this time.

7. 2018 Appointment Candidate Committee Report

(Exhibits K, L, M, N)

Bill Sandiford, Committee Chair, reviewed the process that the Committee had taken to come to a recommendation.

Upon receiving the necessary documents and reviewing candidates a shortlist of two candidates was created who were subsequently interviewed by the Committee Chair. Upon review, the Committee recommended that the Board appoint Regenie Fraser.

It was moved by Bill Sandiford, and seconded by Aaron Hughes, that:

“Per the recommendation of the ARIN Appointment Committe, the ARIN Board of Trustees hereby appoints Regenie Fraser to the ARIN Board of Trustees for a one-year term starting 1 January 2019, and as an Observer to the ARIN Board in the interim period.”

Dan Alexander rejoined the call at 1:45 p.m. EDT.

The Chair called for discussion of the motion on the table.

The President stated that he was fully in support of appointments to the Board to fill a gap in skills. However, he was less supportive with an appointment to effectively improve representation or diversity when the candidates have not been through the election process and thus had not had some consideration by ARIN’s members. He stated that he intended to vote against the motion, as the community has not had the ability to speak with either candidate, and he did not presume to know better than they with regard to adding a person to the Board. He further noted that his vote against the motion was not a reflection on either candidate but merely concerns about an appointment process to a representative body that was not for a clearly defined skills gap.

Bill Sandiford stated that he respected the President’s thoughts. He stated that the candidate has a broad skill set and background that would benefit the ARIN region.

Bill Sandiford noted that the one thing that struck the Committee was that the candidate had a demonstrated skill that is needed on the Board, namely the ability to bring in broader representation.

Dan Alexander stated that he had initially opposed the Appointment Committee and that he agreed that the Board should appoint for a skillset gap. He stated that, having now gone through the process, he was convinced that this candidate would be an excellent fit and bring new experiences to the Board.

Aaron Hughes stated that he had mixed feelings on appointments based on skillset gaps, and had concerns of appointing someone prior to an upcoming election when the composition of skillsets and background may change on the Board.

The Chair noted the unfortunate timing of this appointment, and that the appointment process had taken much longer than anticipated; however, the community had been signaled that the Board had started this process and there was a need to notify the applicants in a timely manner.

The President noted that his belief was that the Board needs to focus on the NomCom process if it wishes to address diversity, which is also what the community suggested during the Board expansion consultation. Our challenges on diversity are rooted in the NomCom getting high quality candidates, and in the slate development. The Chair responded noting there has been consensus for improvements to the Nomination Committee Charter; however, excellent candidates to fill Board-identified gaps had previously been nominated and failed to be elected despite the vocal community calls for those skill gaps.

Patrick Gilmore stated that he volunteered to be on this Committee, despite not being fully convinced of the need for an appointment at the time. Based on his work on the Committee, his views have since changed and he believes that the appointment should take place, as there is an outstanding candidate that brings skills to the Board that the Board does not have today. He further stated that he believes a Caribbean point of view is useful; and, this appointment is an excellent way to test that hypothesis while also gaining skills the Board can use.

In response to a question on the impact to the Nomination process, the Chair stated he saw no need for change in the process currently underway. Further reviews of a Board skill gap analysis and the structure of the Nomination Committee would be scheduled for Q4.

The President stated for the record that the Appointment Committee had considered the background of this candidate and is fulfilling the request from the community for Caribbean representation because of the candidate’s experience and not because of their residence.

The motion to appoint Regenie Fraser to the Board carried with five in favor (Andersen, Alexander, Carter, Gilmore, Sandiford), and two abstentions (Curran, Hughes) via roll call vote.

The Chair asked John Curran and Aaron Hughes if they wanted to note why they abstained. John Curran stated he abstained because he felt the Committee had chosen a wonderful candidate but believed the appointment process to an otherwise elected body should be reserved for addressing specific skill set gaps.

Aaron Hughes stated that he abstained because he believed the appointment has the potential to influence the outcome of the ARIN election in October.

6. ARIN Community Leadership Development Program.

The Chair asked for the sense of the Board to defer item 6 (ARIN Community Leadership Development Program) to be discussed at the Board’s meeting in August. There were no objections.

7. 2018 Appointment Candidate Committee Report

Previously discussed.

8. Overdue Expense Approval - Delong

Previously discussed.

9. ARIN Legal Update.

ARIN General Counsel stated there was no report at this time.

10. Any Other Business.

The Chair called for any other business.

11. Adjournment

The Chair entertained a motion to adjourn at 2:15 p.m. EDT. John Curran moved to adjourn, seconded by Aaron Hughes. The meeting adjourned with no objections.