ARIN retained the law firm of Caplin & Drysdale to conduct a general assessment of ARIN’s governance structures and analysis of specific risks of institutional capture by various constituents and stakeholders and of the possibility of the deformation of ARIN’s open and transparent policy-making process.
Information reviewed as part of assessment included material available on ARIN’s website, from other publicly available sources, from an interview with ARIN’s associate general counsel, and otherwise provided by ARIN.
The general assessment noted potential clarity improvements of ARIN Bylaws with respect to the staggered Trustees terms and the process that allows for Board removal of a Trustee.
The capture assessment considered the possibility of improper control of ARIN by an unrepresentative minority of constituents or stakeholders, whether that be from a portion of the membership, the Board of Trustees, ARIN’s staff, or external parties. The independent assessment concluded that there was not a significant risk of improper capture of the organization by the membership, staff, or external parties.
The assessment did note that the ARIN Board of Trustees has substantial power over the organization, principally the result of the Board’s ability to act unilaterally to amend ARIN’s Articles of Incorporation and Bylaws and due to the lack of term limits for Trustees. Although such power is common for nonmembership corporations, it is not the norm for membership organizations. The power of the Board of Trustees is offset significantly by the nomination committee process, the Bylaws requirement that there be at least one more trustee candidate than the number of vacancies, and the Trustees’ staggered terms. Additionally, it was noted that the transparency practices of the ARIN Board, the membership’s ability to remove Trustees, and the independence of individual Trustees from the organization also serve as practical restraints against capture.
ARIN routinely reviews its governance practices and structures, and the Board of Trustees has received the ARIN Accountability Assessment as input to that ongoing improvement process. As a result, the Board of Trustees has already initiated some changes to the ARIN Bylaws regarding those items that were identified as needing clarification. The Board will further consider the assessment for possible improvements in ARIN’s governing structures.