[ARIN-consult] Consultation on Proposed Bylaws Changes

[John Curran]

On Mar 3, 2016, at 3:42 PM, David Huberman <David_Huberman at outlook.com<mailto:David_Huberman at outlook.com>> wrote:

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).


David -

   To be clear, the existing ARIN bylaws <https://www.arin.net/about_us/corp_docs/bylaws.html>
   provide the following:

“b.  Composition. The Board of Trustees shall consist of seven (7) voting members. Six (6) of these members shall be elected or appointed in accordance with Article VIII. The President of ARIN is the seventh voting member of the Board of Trustees. An additional voting member (potentially bringing the Board to 8 voting seats) may be appointed for a term not to exceed three (3) years at the discretion of the seated Board and is reserved for adding a person with a financial management background to supplement the existing Board of Trustees. “

   i.e. the Board may already appoint a potential 8th member under the present bylaws.

   The proposed change is that this existing potential appointment would be available
   for a larger range of purposes other than simply "for adding a person with a financial
   management background”

   The proposed bylaw language is as follows:

    "An additional voting member (potentially bringing the Board to 8 voting seats) may be appointed by the Board at its discretion (for a term not to exceed one (1) year) to provide diversity to the Board’s membership, including but not limited to one or several of the following criteria: (i) a background in financial management or law; (ii) geographic diversity in the ARIN region; (iii) gender diversity; or (iv) a specific technology background to supplement the existing Board of Trustees.”

   Thus allowing the appointment of an 8th trustee for a period of a year to provide
   diversity of the trustees in several additional measures, including legal background,
   geographic diversity, gender diversity, or a specific technology background.

   Is this a reasonable change, or do you consider it ill-advised (and why?)

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 aria-consult.

   The announcement of a consultation on the proposed bylaw change was send to
   arin-announce, which is the appropriate list for announcements.   To the extent
   that you are aware of insightful folks interested in this topic, please suggest that
   they join the mailing list we use for consultations (arin-consult); this list is open
   to general public and hence available to anyone who has an interest.

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.

   Appointed Board members are already extant in the present bylaws, so this is
   not a conflict introduced by the proposed Bylaw change.  However, it has been
   noted for review and clarification.

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 appointment is "(for a term not to exceed one (1) year)” as noted in the
   proposed language, so the appointment could be for a shorter interval, if so
   specified by the Board.

   (Note also that Article VI Section 4 specifies "elected Trustees”, and thus
    is sufficiently qualified to be not applicable to an appointed Trustee)

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

   Interesting question.   I myself would consider it very poor form to perform a
   consecutive appointment, in light of the "for a term not to exceed one (1) year”
   language, but it might not be strictly prohibited.  Referred to Counsel for review.

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.

   Article VI, Section 7 is designed to allow the Board or AC to perform interim
   appointments when one of their elected members vacates, and I do agree that
   its application to an appointed seat would appear to create several needlessly
   complex situations.   While this exists in the present bylaws as a potential item
   of confusion, it certainly warrants clarification at some point in the future and
   has been noted.

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.

   Actually, this is one of the items that the Nomination Committee looks for, and
   you are likely to be asked whether an existing Board member in your company
   is stepping down or intends to step down if you’re a nominee.  In the case of two
   nominees from the same company, the NomCom may easily decide that such
   ambiguity makes both not qualified to be on the ballot. (In the worse case, if the
   NomCom put both nominees on the ballot and two candidates were to be elected
   from the same company, seats are assumed in the order of highest number of
   votes received, and thus your acceptance of the seat would then preclude Joe
   from being qualified to be seated, the spot passing to the next highest candidate
   per Article VI, Section 7.)

   Do you consider the present language prohibiting two trustees from the same
   company something that needs to be changed, and if so, why?

Thanks for the feedback on the proposed changes!
/John

John Curran
President and CEO
ARIN


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