[ARIN-consult] Consultation on Proposed Bylaws Changes

[David Huberman]

Thank you for the opportunity to provide feedback on the proposed Bylaw changes.  My thoughts:

1) Since the proposed changes include the addition of a potential 8th voting member, and because this 8th voting member will not be elected by the community (but instead, appointed by the community-elected members), I feel that this is sufficiently impactful that the Board has a duty to socialize this proposal beyond the boundaries of arin-consult (a small, rather incestuous list) and the ARIN PPM (also a small and rather incestuous gathering).

Please consider posting this to the more widely circulated PPML, for a larger field of input. Though PPML comes with quite a bit of noise, there are some very insightful folks who may have input on this proposal who are not subscribed to arin-consult.

2) Article VIII, section 1, first sentence conflicts with the proposed introduction of a non-elected member of the Board.    Recommend Article VIII section 1 be re-written to clarify it is germane only to elected Trustee slots.

3) The redline changes for Article VI, Section 1b indicates the appointed trustee may be appointed "for a term not to exceed one (1) year".  I am not a lawyer (and perhaps one is needed here), but to me, that reads:

- on the date the appointed trustee takes "office", the term is 365 days.  So if the trustee is seated on April 4th, the term will not end until the end of the day April 3 the following year.  This is NOT further clarified in the otherwise-pertinent Article VI Section 4.

- the appointed trustee can be re-appointed for a second, third, or nth one year term at the Board's discretion.

Are these two bullet points accurate? If not, please correct my understanding.

4) Article VI, Section 7 may (or may not) conflict with the new language in Section 1b. Because section 7 uses "appointed", it introduces (or furthers) two potential conflicts:

- if the appointed member of the Board (the 8th voting member, not a person appointed to fulfill a vacated seat mid-term) must vacate her appointment, section 7 theoretically may set in motion an election, which is not intended for the potential 8th seat. At the very least, the language in section 7, when read in combination with section 1b, is unnecessarily complex. Recommend that section 7 language be further clarified as to what "appointed" means within the text.

- if the appointed member of the Board (the 8th voting member, not a person appointed to fulfill a vacated seat mid-term) must vacate her appointment, section 1b would seem to imply the Board can choose to appoint a new appointed trustee and that trustee should have a one year term.  Section 7 language conflicts with this, again, because of its use of "appointed" in the text. Section 7 says there is an interim appointment of the appointed trustee, which is not intended (right?). Same recommendation as above.

5) Finally, unrelated to the redline changes, Article VI, Section 1e indicates that two employees of the same company can't sit on the Board. Or at least, that seems like what it's trying to say. Note that if there are two seats open, and Me and Joe from the same company run, nothing precludes us from both being elected and both being seated, as neither of us were Sitting Trustees at the time we were.. sat.   Again, just my reading, I'm not a lawyer, and happy to be proven wrong.

Thank again for this opportunity to provide feedback.
David Huberman



________________________________________
From: arin-consult-bounces at arin.net <arin-consult-bounces at arin.net> on behalf of ARIN <info at arin.net>
Sent: Thursday, March 3, 2016 1:12 PM
To: arin-consult at arin.net
Subject: [ARIN-consult] Consultation on Proposed Bylaws Changes

On 29 February 2016, the ARIN Board of Trustees proposed changes to the
ARIN Bylaws. Per Article X. Section 6.b. of the Bylaws, several of these
changes require community notification and consultation before they can
be adopted.  ARIN is conducting this community consultation to obtain
feedback on the proposed set of Bylaws changes.

The proposed changes include:

* Improving language for appointment of a Trustee for purposes of
improving overall Board diversity of skills or background

* Clarifying the staggering of terms for Trustee and Advisory Council
members

* Modifying the Trustee removal process to make removals by the Board
of Trustees subject to membership ratification

* Clarifying the process for interim appointments and partial terms

* Changing the processes for Bylaws changes and Articles of
Incorporation changes so all changes are sent to community consultation
before final adoption by the Board of Trustees.

A full redline version of the proposed changes are available for review at:
https://www.arin.net/about_us/corp_docs/bylaws_proposed_2016.pdf

Please provide comments to arin-consult at arin.net

This notification and consultation period will close at 5 PM EDT, 2
April 2016. Please contact us at info at arin.net if you have any questions.

Regards,

John Curran
President & CEO
American Registry for Internet Numbers (ARIN)


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