[ARIN-consult] Consultation on Proposed Bylaws Changes

[John Curran]

On Mar 5, 2016, at 8:32 AM, Lee Howard <spiffnolee at yahoo.com<mailto:spiffnolee at yahoo.com>> wrote:

From: John Curran <jcurran at arin.net<mailto:jcurran at arin.net>>
> 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.

It's weird.
It's particularly weird to group legal/business/technical/gender/geographic balance together.

It was expansion of an existing mechanism to allow the Board to
have the advantage of more diversity of backgrounds if it felt such
was necessary - I am certain that there are other approaches that
would suffice, but this was readily available with minimal of change.

Would you suggest a different approach?

I spoke with a friend who leads Diversity and Inclusion Programs for a company we've all heard of, who said that this seat would feel like a quota seat. The person seated there for gender or geographic reasons would likely be treated differently than elected Board members, and would know they were seated for diversity (and suspect that ability was less a factor) which would affect their contribution to Board work.

Quite possibly - do you believe the proposed Bylaw changes in this
area should not proceed as a result?

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)

ARIN already does meeting fellowships, and I believe these include mentors. That's a very good start. What's the return rate for fellows?
Where is ARIN's harrassment policy? It's Meeting Code of Conduct?
Have you provided Ally Skills training to Board, AC, and staff, so people know how to handle sub-harrassment events? Does ARIN's PDP allow for multiple styles of contribution, or is it dominated by people who dominate discussion?
Have you thought about offering day care, so parents can attend meetings?
Have you consulted with professionals?  (another friend of mine is a STEM Inclusion consultant in the DC Area, and former president of a science association you've heard of, if you need a reference)

ARIN has harassment and diversity training (as well as appropriate policies)
for staff, but it is unclear how this plays into the election of Board members by
the community at large.  In particular, we have not lacked diverse candidates
for the ARIN Board of Trustees, but have not seemed to seen any elected.

In other words, take the long road: make sure ARIN is a place where diverse contributors feel their input is welcomed and valued, enable them to make profound contributions, and the members will take care of leadership diversity.

Point taken - If you have specific suggestions regarding how to improve ARIN’s
openness to diverse input hen I would definitely welcome such…  We have a
solid policies and training for staff, but I am unsure how that affects election
outcomes (i.e. are you suggesting ARIN conduct diversity training for Members?)

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.

If that were the case, then adding another elected Board seat would solve the problem.
"Not enough Board seats" is exactly the same as "somebody else won" or "we didn't lose, we just ran out of time." (Vince Lombardi)

That is certainly one approach - do you have a specific proposal?

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.

If geographic diversity is critical, then follow the practice of ICANN, AfriNIC, and have one or two seats reserved for each part of ARIN's geographic constituency.  One each from Canada, Caribbean and islands, and the U.S., and four At-Large.

I believe that Bill Woodcock posted an outline of such an approach; with 6 elected seats,
his distribution worked out to 1, 2, and 3 seats for Caribbean, Canada, and US sectors
respectively.   One also needs to determine which members vote for which sector seats
elections (and the qualifications to be candidate for a specific sector) in order to have
a complete view of a sector-based Board proposal, but it’s a good start.

As for professional competency, the Board has long enjoyed the advice of qualified outside legal counsel, and specifically charters the NomCom to find candidates who have business and technology experience. If somehow the Board lost all of its business experience, hiring business counsel would be advisable.

Business expertise at some level is fairly fundamental to Trustee responsibilities; i.e. while
it is always possible to educate folks without any experience in such, it is fairly important
that a sizable proportion of the Board have solid business backgrounds of one form or
another, since it is ultimately the Board’s business judgement which is given a level of
deference in legal matters.

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.

Ah. Well, I support compliance with the law.

Always a good thing.

> (missing period)
A Trustee may be removed from office, with or without cause, by a successful recall petition and vote process
initiated by the General Members Upon receipt

That's the redline version. Period needed after "General Members" or it changes the sense of the sentence.

Thanks - corrected!

Summary of the important part:
I actually think ARIN does fairly well with gender inclusion, having had quite a few women on the AC, and at least one transgendered member. ARIN does suffer from the fact that few women have business leadership positions in technology, and so there's a paltry pool of potential Board members. I have a feeling that IP Analysts are often not in the line of succession to top ranks, so those who have the best-informed opinions on ARIN's policies are less likely to be great Board candidates. I don't think ARIN can or should alter technology career tracks, although giving participants knowledge that enables them to contribute better to their home organizations benefits everyone.

ARIN is not as fortunate with racial inclusion, which is a particular problem of representation for our Caribbean members. I think, but can't prove, that problems include a disparity in travel costs, relatively fewer organizations in the Caribbean relative to Canada/the U.S., and smaller organizations who are less able to lose a staff member for three days twice a year. I would like to think that American/Canadian ARIN members are welcoming of Caribbean members, but the problems are more logistical.

Thanks for providing the opportunity to comment on the proposed changes. I look forward to hearing from others. Especially anyone from the Caribbean, since I'm speaking largely from ignorance.

Understood, and thanks for the feedback!
/John



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