<div dir="ltr">Proxy's are a good way to avoid quorum issues. <div><br></div><div>Dan</div></div><div class="gmail_extra"><br><div class="gmail_quote">On Wed, Oct 21, 2015 at 8:44 PM, Chris Caputo <span dir="ltr"><<a href="mailto:secretary@peeringdb.com" target="_blank">secretary@peeringdb.com</a>></span> wrote:<br><blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex"><span class="">On Wed, 21 Oct 2015, Will Hargrave wrote:<br>
> 2.4 - annual meeting date to be ‘first Thursday in April’ - is fixing it<br>
> in this way legally required?<br>
><br>
> * If accounts are to be presented to members, there is probably not<br>
> enough time from the Dec-31 year-end to prepare them before April.<br>
><br>
> * Personally, I object to more meetings to the calendar; the board<br>
> should be able to schedule the annual meeting alongside a peering<br>
> forum or operator meeting at their discretion. This actually<br>
> encourages members to attend the meeting and participate in the<br>
> business of the company.<br>
><br>
> Lifted from LONAP’s articles:<br>
> “"The Company shall hold a general meeting in each year as its Annual<br>
> Meeting, in addition to any other meetings in that year, and shall<br>
> specify the meeting as such in the notice calling it. Not more than<br>
> fifteen months shall elapse between the date of one Annual General<br>
> Meeting of the Company and the date of the next. The Annual Meeting<br>
> shall be held at such time and place as the Board shall appoint.””<br>
<br>
</span>To my knowledge a fixed date is not required. My intent is to have the<br>
annual member meetings held online since this is a worldwide organization<br>
and not all stakeholders attend all conferences. Finances and other<br>
reports would be made openly in advance. Board elections would be done<br>
via emailed ballots, as we are doing for the Initial Board election. In<br>
the future, voting may happen through the PeeringDB web site itself.<br>
Grizz has indicated that is plausible. Realtime communication during an<br>
actual meeting, using a Hangout or equivalent may also happen, if needed.<br>
<br>
By the way, I should mention there are auditors on <a href="mailto:secretary@peeringdb.com">secretary@peeringdb.com</a><br>
to keep the secretary (presently me) honest. At present, I understand<br>
Richard Turkbergen and Patrick Gilmore get a copy of the emails, so when<br>
ballots are submitted for the election of the Initial Board, they will be<br>
able to ensure legitimacy. (Downside is a decrease in anonymity of votes<br>
but hopefully that won't bother voters into not voting their heart, or<br>
maybe an option to email me directly will be available if desired.)<br>
<br>
The U.S. IRS Form 990 ("Return of Organization Exempt From Income Tax") is<br>
due May 15th of each year. In addition to finances, it requires a list of<br>
directors. So as to have that submission be current, I recommend the<br>
annual meeting to be in April.<br>
<br>
Finance-wise, I am the secretary/treasurer for the Seattle Internet<br>
Exchange, an IRS 501(c)(6) with multi-hundred-grand annual rev/exp, with a<br>
late April annual meeting date. I have not found preparing the finances<br>
by April for the previous calendar year, to be difficult.<br>
<br>
With the above in mind, what do you all think of changing section 2.4 to<br>
be:<br>
<br>
"The annual meeting of the members shall be held in April of each year<br>
for the purpose of electing Directors and transacting such other<br>
business as may properly come before the meeting. The annual meeting<br>
<span class=""> shall be held at such time and place as the Board shall appoint."<br>
<br>
</span>?<br>
<span class=""><br>
> 2.9 Quorum<br>
><br>
> I have some concerns about the 10% quorum. Whilst there are 8000 peering<br>
> networks present in pdb, the requirement to participate in this pdb-gov<br>
> list reduces the number considerably. I would be concerned about a<br>
> sudden influx of mailing list subscriptions meaning the company could<br>
> not effectively conduct business in its general meetings.<br>
><br>
> LINX: 10 members personally present<br>
> LONAP: 10 members or 25% of membership, whichever lower. Proxy or physically present.<br>
> Nominet: 6 members present in person<br>
> RIPE NCC: could not immediately find this<br>
> ARIN: 5% of eligible voters<br>
><br>
> I propose we set this to ten members physically present at the meeting.<br>
<br>
</span>At present there are ~185 potential members subscribed to pdb-gov. The<br>
number of actual members is likely lower due to multiples from the same<br>
organization or affiliates.<br>
<br>
Given the above virtual meeting intention, the question is whether we<br>
think 10% of pdb-gov members will attend an online meeting. One way to<br>
increase odds of reaching the quorum is to encourage proxy-ballot voting<br>
for the board election, in advance of the meeting. Doing so also gives<br>
folks plenty of time to review candidate bios and make informed choices.<br>
<br>
Keep in mind that since the Board can vote and change the quorum<br>
requirement, there is not a risk of getting trapped.<br>
<span class=""><br>
> Wanting to prevent capture of the company in this way is quite<br>
> reasonable.<br>
><br>
> I looked at Nominet UK which has some history here ("Not more than one<br>
> member of any group of companies (as defined in Section 53 of the<br>
> Companies Act 1989) may be a Member.”). So this prevents affiliated (or<br>
> ‘group’) companies exercising more than one membership - as opposed to<br>
> this approach of preventing them exercising a vote at election time.<br>
><br>
> The proposed language seems to mirror the definition of Affiliate within US securities law. Good.<br>
><br>
> How’s this for size:<br>
> ----<br>
> 2.3.1 Subject to 2.3.3, each member entitled to vote with respect to the subject matter of an issue<br>
> submitted to the members shall be entitled to one vote upon each such issue.<br>
><br>
> 2.3.3 Members who are affiliated with each other are entitled to a total of one vote upon each issue. "Affiliate"<br>
> means, with respect to a particular person, any entity that directly or indirectly controls, is<br>
> controlled by, or is under common control with such person.<br>
> ----<br>
<br>
</span>I like it. So in total section 2.3 would be:<br>
<br>
- 2.3: Voting Rights.<br>
<br>
- 2.3.1: Subject to section 2.3.3 of these Bylaws, each member entitled<br>
<span class=""> to vote with respect to the subject matter of an issue submitted to the<br>
members shall be entitled to one vote upon each such issue.<br>
<br>
</span> - 2.3.2: Each member entitled to one vote at an election of Directors may<br>
cast one vote for as many persons as there are Directors to be elected<br>
and for whose election such member has a right to vote. Cumulative<br>
voting will not be allowed.<br>
<br>
- 2.3.3: Members who are affiliated with each other are entitled to a<br>
<span class=""> total of one vote upon each issue. "Affiliate" means, with respect to<br>
a particular person, any entity that directly or indirectly controls,<br>
is controlled by, or is under common control with such person.<br>
<br>
</span>Any one else support or oppose the revision? (If we decide to change it,<br>
I'll run it by the lawyer.)<br>
<span class=""><br>
> >>> 2.14: This is described in more detail in section 6.3. Perhaps add a<br>
> >>> reference here?<br>
> > -Members of the Corporation may be removed by a vote of the Board.<br>
> > +Members of the Corporation may be removed by a vote of the Board in<br>
> > +accordance with the ‘Termination of Membership’ section of Article 6 of these Bylaws.<br>
><br>
> I would be inclined to omit 2.14 altogether. It adds little to the<br>
> document as a whole - why make it longer?<br>
<br>
</span>I've now asked the attorney.<br>
<br>
Thanks,<br>
Chris<br>_______________________________________________<br>
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<br></blockquote></div><br><br clear="all"><div><br></div>-- <br><div class="gmail_signature"><div dir="ltr"><div><div dir="ltr"><div><div dir="ltr"><div><div dir="ltr"><div><div><table cellpadding="0" cellspacing="0" style="color:rgb(136,136,136)"><tbody><tr style="color:rgb(85,85,85);font-family:sans-serif;font-size:small"><td nowrap style="border-top-style:solid;border-top-color:rgb(213,15,37);border-top-width:2px">Dan Golding |</td><td nowrap style="border-top-style:solid;border-top-color:rgb(51,105,232);border-top-width:2px"> Network Infrastructure Engineering |</td><td nowrap style="border-top-style:solid;border-top-color:rgb(0,153,57);border-top-width:2px"> <a href="mailto:dgolding@google.com" target="_blank">dgolding@google.com</a> |</td><td nowrap style="border-top-style:solid;border-top-color:rgb(238,178,17);border-top-width:2px"> <span title="Call with Google Voice"><span title="Call with Google Voice"><span title="Call with Google Voice"><span title="Call with Google Voice">+1 202-370-5916</span></span></span></span></td></tr></tbody></table><blockquote type="cite" style="margin:0px 0px 0px 0.8ex;border:0px none;padding-left:1ex;color:rgb(33,33,33);font-family:'Helvetica Neue',Helvetica,Arial,sans-serif;line-height:19.7999992370605px"><div style="color:rgb(136,136,136);margin-left:24px;margin-right:24px"> </div></blockquote></div></div></div></div></div></div></div></div></div></div>
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