Last Updated

  • Updated 27 October 2008

ARIN Board of Trustees Guidelines

Board actions are outlined in the ARIN Bylaws. Specific processes and procedures to support those actions are defined below. Other adopted procedures of the Board not addressed in the Bylaws are documented herein.

Membership

Members of the Board of Trustees are selected in accordance with the ARIN Bylaws and the published election process. The President and CEO of ARIN, selected by the Board of Trustees and serving under a contract, is the seventh voting member of the Board. The President sits on the Board throughout the duration of his/her employment contract.

Trustee Conflict of Interest

As set forth in paragraph three below, a Trustee of ARIN who has a personal interest in a transaction, as defined below, may not participate in any discussion of that transaction by the Trustees of ARIN and may not vote to determine whether to authorize, approve, or ratify that transaction except as specifically described below. For purposes of this Conflict of Interest Statement, a "personal interest" is defined as any act that will provide, directly or indirectly, a financial benefit or a disparate benefit individually to the Trustee, or to a company he or she is employed by, has a significant financial interest in, or represents in any fashion. However, policies under consideration by ARIN are likely to have an impact on the business of every Trustee. It is expected that most policy decisions will have a direct or indirect impact on the Trustee's company, but such a non-individualized interest does not constitute a "personal interest" as used in this Statement. A "transaction" with ARIN for purposes of this Statement is a contract or consultancy in which the Trustee has a direct or indirect financial benefit, or a policy under consideration that will have a disparate and unusual impact on a business with which the Trustee is directly or indirectly associated.

The mere existence of a personal interest by a Trustee of ARIN in a transaction with ARIN shall not invalidate ARIN’s ability to enter that transaction so long as the following conditions are met: (i) the material facts of the personal nature of the transaction with ARIN and the Trustee's interest in the transaction with ARIN are fully disclosed to the Board of Trustees of ARIN, either by the Trustee having a direct or indirect personal interest in the transaction with ARIN, or are brought to the attention of the Board by a third party; or (ii) the Board of Trustees of ARIN, by a vote of the disinterested Trustees of ARIN vote to authorize, approve, or ratify a transaction with ARIN; or (iii) the transaction with ARIN in which the direct or indirect personal interest of an ARIN Trustee was disclosed to the Board of Trustees of ARIN and was determined by the Board of Trustees of ARIN entitled to vote on the matter is determined by the Board of Trustees voting to be in ARIN’s interests, notwithstanding the personal interest of the non-voting Trustee.

In determining whether a conflict of interest exists, the Board of Trustees of ARIN has the prerogative, upon review of all facts and circumstances, to make its own determination of whether a conflict of interest exists and how it is appropriate to proceed. A Trustee who perceives the possibility of a conflict of interest for him or herself, or for another Board member, may raise this issue at any point prior to a vote on any issue. Any Trustee who perceives a possible conflict of interest may present justification with respect to whether or not a conflict of interest exists, but the entire Board, with the exception of the Trustee having the potential conflict of interest, shall make the final determination to proceed in such a matter. If the Board of Trustees finds there is a conflict of interest, the Trustee with the conflict may be excluded by the Chair of the Board from that portion of any meeting where a substantive discussion or decision to engage or not in such a transaction is made, except that he or she may provide any information that will assist the Trustees in such a matter before leaving such a meeting.

Officer Elections

Introduction

The ARIN Board of Trustees holds an internal election to select a Chairman, Treasurer, and Secretary for the calendar year (Bylaws, Article VII, Section 2). This election is held at the Board's first regularly scheduled meeting of the year.

Officer Terms

Each officer shall be elected for a one-year renewable term by the affirmative vote of at least a majority of the members of the Board of Trustees then in office. An individual may not hold more than one office.

Interim Chairmanship

The President of ARIN, as the only non-elected Board member, chairs the first Board meeting of the calendar year until the Chairman is elected.

Chairman Selection

The President asks for volunteers to run for Chairman of the Board. The President then holds a voice vote for each candidate and declares the winner. The Chairman takes office immediately upon election.

The newly elected Chairman takes over for the President in running the remainder of the meeting, including the selection of the Secretary and Treasurer.

Secretary and Treasurer Selection

The Chairman asks for volunteers to run for Secretary and Treasurer. The Chairman then holds a voice vote for each office and declares the winners.

Announcement of Election Results

Officers are announced on the ARIN website after the Board's meeting minutes are published.

Removal

An elected member of the Board of Trustees may be removed from office, with or without cause, according to the following process:

  1. The President of ARIN will call a special meeting (Bylaws, Article VI, Section 6.a) to remove an elected Trustee based on successful completion of a. or b. below.
    1. A petition requesting a recall election to remove a specific elected Trustee, signed by the designated member representatives of at least 10% of the General Members in good standing, is delivered to the ARIN President.
    2. The Board of Trustees, by majority vote, passes a motion requesting a recall election to remove a specific elected Trustee.
  2. The Trustee in question is entitled to notice at least ten (10) calendar days prior to the call for special meeting (Bylaws, Article VII, Section 7.a.).
  3. A vote to remove must be cast by the designated member representative of at least 25% of all General Members in good standing.
  4. In order to confirm the vote, the remaining members of the Board follow the vote counting and confirmation procedures as outlined in the Elections Guidelines.
  5. If the vote is successful, the seat is declared vacant and is filled according to the Board interim appointment process currently in place. The Board may not reappoint a Trustee that has been removed by the membership.

Approval of Meeting Minutes

ARIN staff in attendance at each meeting writes a first draft of the meeting minutes and sends them to the Secretary of the Board for preliminary approval. Upon the Secretary's preliminary approval, the draft minutes are sent via e-mail to the Minutes Committee comprised of the Board as a Committee of the Whole. Members have ten (10) business days to respond with approval or suggested changes. Lack of response within ten days will be construed as approval of the minutes as drafted. If changes are received, they will be incorporated by the Secretary and the revised draft will be sent back to the Committee for final approval. If a second round of review is necessary, response is required within five (5) business days. The Minutes will be posted as "draft" on the ARIN website until formal approval by the Board at the next regularly scheduled Board meeting, at which time the minutes would be posted as approved. (Bylaws, Article VI, Section 8.d.).

Travel Policy for ARIN Board Members

Allowable Expenses

Air Travel

ARIN appreciates that BoT Member's schedules can be erratic, and that last minute ticket purchases are often unavoidable. To the extent that schedules allow, allowable expenses for round-trip travel will be based on 14-day advance purchase rates on Coach Class flights within North America, the Caribbean Islands, and other locations to be determined at ARIN’s discretion. Business class flights will be made on most International flights in excess of seven (7) hours inclusive of stopovers and change of planes.

Airline tickets may be purchased directly by the BoT Member, or through ARIN. If purchased by the BoT Member, and the itinerary should include flights to other locations, ARIN will reimburse the BoT Member for the portion of the ticket that pertains to the ARIN-related meeting that the BoT Member is attending. The amount of reimbursement will be based on the cost of a 14-day advance purchase round-trip ticket from the member's home location, or the actual cost of the ticket, whichever is less.

If the airline tickets are purchased by ARIN, please remember that this would not be a reimbursable expense.

If the BoT Member prefers to make his/her own arrangements, ARIN will provide a roundtrip quote for airfare to the BoT Member *prior* to the BoT Member making his/her arrangements. This quote will be used as a budgetary ceiling for the BoT Member to purchase his/her airline tickets. Actual cost must be equal to, or less than, the budget provided for each trip.

Any and all fees associated with changes to purchased itineraries will be paid by ARIN (or reimbursed to BoT Member) only if said changes have been requested and authorized by ARIN.

Upgrades can be obtained upon request, at the time of booking, using the BoT Member’s personal frequent flyer miles/certificates, or by the BoT Member paying the difference between the fare that ARIN will provide, and the fare for the class of service the BoT Member wants.

Lodging

Expenses are for actual reserved lodging costs, and do not include incidentals. Expenses exceeding published room rates for a standard room at the conference hotel must be approved in advance, or may not be considered an allowable expense. Hotel reservations can be made by the Executive Assistant.

Meals and Incidental Expenses

Expenses are covered one of two ways:

Either: 100% per the current published U.S. Government standard per diem rates for meals and incidental expenses for domestic and international destinations.

Or: Keep all reasonable meal receipts (excluding alcohol), and be reimbursed for actual meal expenses.

The Executive Assistant will inform BoT Members of the approved per diem rate for each destination. BoT Members are entitled to full per diem reimbursement for each day on travel.

Ground Transportation

Reimbursement will be made for reasonable ground transportation to and from the airport and hotel, or for auto rentals. Auto rentals will be based on rates for an intermediate size car rental for the travel period.

Auto rentals must be approved in advance.

Variable Expenses

ARIN will reimburse the following variable expenses, provided they are itemized on an expense report and receipts for expenses greater than $25.00 are submitted with the report:

  • Conference registration fees, if required by the BoT Member’s ARIN Board duties.
  • Reasonable cab fare in and around city transportation.
  • Airport transportation costs (including tolls, parking, cab fare, and the current published U.S. government rate for mileage when using a personal vehicle)

ARIN will also reimburse for other non-ARIN, necessary and reasonable, business-related expenses incurred by the BoT Members as a result of performing ARIN duties, including telephone, facsimile, Internet access, and teleconference calls. Any such expense greater than $100 must be pre-approved.

Allowable Travel

In general, members of the ARIN Board of BoT Members are expected to attend and be reimbursed for:

  • Three (3) Board meetings and two (2) ARIN Public Policy and Members Meetings each year.
  • The President must approve any additional trips in advance.

Instructions and Information for Submitting Expense Reports

The Travel Expense Form must detail all travel related expenses and the purpose of the trip, together with all supporting documentation. Individual expenses can be recorded daily. Total bill expenses such as hotel lodging can be recorded as a single line item. The current published U.S. government per diem rates for lodging and meals and incidental expenses can be obtained from the Executive Assistant.

The Travel Expense Form MUST have original signature of traveler in order for said traveler to be reimbursed.

The current published U.S. government Mileage Reimbursement Rates for Privately Owned Vehicles (POV) can be obtained from the Executive Assistant.

Hotel lodging rates, or a link to the conference hotel's website where hotel lodging rates can be found, are published on the website for each conference.

Reimbursements are made by check in accordance with information supplied by the Board member on the Travel Expense Reimbursement Claim Form.

Submit the Travel Expense Reimbursement Claim Form together with all supporting documentation to:

ARIN
Attn: Director, HR/Administration
3635 Concorde Parkway, Suite 200
Chantilly, Virginia 20151