[ARIN-consult] Consultation on Proposed Bylaws Changes

[John Curran]

On Mar 3, 2016, at 4:10 PM, Lee Howard <spiffnolee at yahoo.com<mailto:spiffnolee at yahoo.com>> wrote:

It's been a while since I've looked.
VI.1.b.
Diversity is a good thing. However, "lawyer" is not a class for diversification. Can the Board provide examples of why it would be desirable to have someone with legal expertise be a Board member, rather than a Board counsellor?

Hello Lee!

As noted in an earlier response, the ability to appoint an eighth Board member
for diversity of background already exists in the bylaws, but presently available
only for financial background.   The propose bylaws change would allow the
Board to make an appointment of the eighth trustee to address a wider range
of issues in diversity of the Board composition, including legal background,
geographic diversity, gender diversity, or a specific technology background.

Regarding specifically why legal background might be desirable of a Board
member, I don’t think that is necessary any more desirable than a Board
member with specific technology background (because in either case we
can contract for the specific expertise to advise the Board) - however, the
Board sought to generalize the conditions where the appointment might
be applicable, and included both of these options as well as the geographic
and gender diversity options.

I would like to see better geographic diversity, essentially meaning, "Someone from the Caribbean region," because there are Internet practicalities there that are different from the rest of ARIN's service area.
I would also like to see racial and gender diversity.

Could you elaborate on how you feel this should be accomplished? (if not
per the mechanism in the proposed bylaws change)

The NomCom has slated qualified candidates who would provide that diversity, and the Members have chosen not to elect them.

To be clear, the members chose to elect other candidates over the candidates
which would provide more diversity, but that was not any indication of lack of
qualification or desirability, but more a reflection of availability of Board seats.

I don't think the Board should revise the Bylaws because it is unhappy with the way the Members voted.

Not at all, but the Board also needs to make sure that it has sufficient breadth
of background in order to do an adequate job.  This has been recognized for
some time with respect to financial background, and the Board (looking at the
same issues as you cite above regarding diversity) felt that the existing eighth
trustee appointment might be helpful in this regard.   Again, if you feel there is
a better mechanism, please elaborate on your proposal.

VI.4.II (I think) You deleted the period.

Could you be slightly more specific - what is the text of the affected sentence
that has lost its period?

VI.4.IV (I think) This should stay. There are reasons a Trustee might need to be removed that would be better done by the Board than the Membership. For instance, if a health issue precludes satisfactorily performing, the full membership should not need to know the details.

As it turns out, this change is necessary for compliance with the Virginia law under
which we operate (Va. Code § 13.1-860.B.)   Nothing prevents an elected Board
member from resigning if so desired, and this likely would occur in situations where
their performance impacted the Board to point of raising the removal issue.

VI.7. Is in conflict with itself. Does an interim appointment serve the remainder of the term, or is the seat part of the next election? It should be just until the next election; let the Members decide.

Could you be more specific about the conflict?  The appointment of an interim
member is until succeed by an individual elected at the next general election -
this is fairly clear in the language, but if you see a conflict then please elaborate
so we can see the specific conflict.

Thank you very much for your input on the proposed ARIN Bylaws changes!
/John

John Curran
President and CEO
ARIN





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