[PDB User-discuss] PeeringDB survey with regard to the future of PeeringDB

[Dave Temkin]

On Thu, Aug 6, 2015 at 10:58 PM, Chris Caputo <ccaputo at alt.net> wrote:

> Respectfully, we disagree.
>
> Some counter-arguments:
>
> A smaller target is less enticing.
>

And easier to wrestle control over. To get an injunction against. To shut
down until they capitulate to your demands.

Nearly impossible to get insurance for.


>
> A single altruistic organizational mission is easier for a
> judge/jury/arbitrator to grok (Dan invoked Heinlein!), versus a subsidiary
> of a larger organization with a multitude of responsibilities & contracts
> to honor. Multitude of responsibilities & contracts means more chances of
> screwing up.
>

We're not talking about being owned by Halliburton.


>
> Simplicity also helps in the court of public opinion. If Xyz network with
> 3-digit ASN considers a suit against small-target PeeringDB, they risk
> more public backlash, than if PeeringDB is confusingly under a parent org.
>

Cogent doesn't care about public backlash. Nor does anyone else who would
bother to file suit, yet it could absolutely happen.


>
> If a hypothetical PeeringDB Inc gets sued into bankruptcy, a database and
> code copy (open source it in advance?), along with volunteers &
> servers/bandwidth, is sufficient to get it going again under a new
> umbrella.
>

Which made this entire effort wasted. Why embark on it with your only exit
being pulling the rip cord instead of the ability to stand up for your
beliefs?


>
> Board Members of any PeeringDB Inc will need to understand the risks of a
> plaintiff trying to pierce the corporate veil to go after them
> individually.
>

Correct, and PeeringDB Inc will be unable to get D&O insurance because of
the limited income structure of being donation driven.


>
> If a larger parent organization is sued, due to the alleged actions or
> failures of subsidiary PeeringDB, a conflict of interest ensues.
> Rhetorically, do you cut-off/restrict/influence a limb to save the larger
> org? Should OpenIX or NANOG or other hypothetical org take a bullet and
> risk bankruptcy to save PeeringDB? Do Board Members of any parent
> organization really want to take on the additional risk of a plaintiff
> trying to pierce a corporate veil and go after their personal assets? If
> the perceived risk is low, a separate organization is sufficient. If the
> perceived risk is more then low, what parent org in their right mind would
> take on the risk?
>

That's what D&O insurance, amongst other things (like a $5MM liability
policy) are for, which you reap the benefit of by being under the veil of a
larger organization.



>
> Dan, I took most of your questions as rhetorical or to be decided by
> pdb-gov. Re "hard" list of donors: I don't think one exists anymore (if
> ever) since so much time has passed and this is a moving target.
>

Dan's point stands. The current "Board" of PDB is barely representative of
the user base that relies on it and is in no way representative of the
(meaningful) donor base.


>
> Chris
>
> On Fri, 7 Aug 2015, Dave Temkin wrote:
> > This is a real concern.
> >
> > What happens when Cogent sues over being banned? Where will the tens of
> > thousands in legal fees and then the millions, should they win, come
> > from?
> >
> > Companies will not donate money to pay legal bills to defend against
> > capricious lawsuits. It sounds like a noble cause, but at the end of the
> > day, there's no tangible value.
> >
> > Dan is right. This belongs in a well funded org that derives their
> > income elsewhere.
> >
> > -Dave
> >
> >
> >
> > On Thu, Aug 6, 2015 at 5:29 PM -0700, "Daniel Golding" <
> dgolding at google.com> wrote:
> >
> >
> >
> >
> >
> >
> >
> >
> >
> >
> > See inline...
> >
> > On Thu, Aug 6, 2015 at 8:13 PM, Chris Caputo <ccaputo at alt.net> wrote:
> > I think everyone involved is trying to work from a place of logic and
> >
> > transparency.
> >
> >
> >
> > Some things to ponder...
> >
> >
> >
> > Who are the PeeringDB stakeholders?
> >
> >
> >
> >   - admins?
> >
> >   - individual users?
> >
> >   - organizational users?  (networks? IXes? datacenters?)
> >
> >   - donors?
> >
> >   - ???
> >
> >
> >
> > I suspect networks, IXs, datacenters are the primary stakeholders and
> will likely be the largest donors.
> >
> >
> > Who should be the Members (the group that elects the Board) of PeeringDB?
> >
> >
> >
> >   - admins?
> >
> >   - individual users?
> >
> >   - organizational users?  (networks? IXes? datacenters?)
> >
> >   - donors?
> >
> >   - ???
> >
> >
> >
> > This is tough and there needs to be input from the community. Does
> membership tie into financing? Are people willing to pay another membership
> fee? Is there a huge risk by just requiring people to sign up and not pay
> anything?
> >
> >
> > How is Membership determined?
> >
> >
> >
> >   - free?
> >
> >   - fee?
> >
> >   - service?
> >
> >   - qualifications?
> >
> >   - ???
> >
> >
> >
> >  "Service guarantees citizenship. Would you like to know more?" /s
> >
> > If part of another organization, how would the interests of the
> >
> > stakeholders be maintained?
> >
> >
> >
> > Either the stakeholders would have to be confident in the organization
> or there would have to be a mechanism to ensure that its constituency has a
> strong voice. I think different organizations have managed to pull this
> off.
> >
> > Would donors who have a problem with or are not a member of a parent
> >
> > organization be dissuaded from donating to a sub-account devoted to
> >
> > PeeringDB?
> >
> >
> >
> > Earmarking funds is a common mechanism. Of course, picking a parent
> organization that is not particularly controversial would be important.
> > How would a parent organization deal with and absorb the potential
> >
> > liability that comes from operating PeeringDB? An example of that
> >
> > liability being when a spammer harvests from the PeeringDB database and
> >
> > gets shut out, they could sue the organization. Or even if they don't
> sue,
> >
> > will they withdraw support from the parent organization or cause
> problems.
> >
> > How will that impact future decision making in the interests of PeeringDB
> >
> > versus the parent organization?
> >
> > This is actually the benefit of being part of a larger organization. Its
> trivial to sue a PeeringDB-Inc with minimal assets - almost anyone could do
> it and you would just need to outspend PeeringDB-Inc. The reason why other
> organizations like ARIN have large warchests is to forestall this - those
> large pockets might look attractive, but they hire lawyers. Professional
> staff is also important - a lawsuit against volunteers is pretty easy, but
> when you have dedicated staff its easier to defend yourself.
> >
> >
> >
> > The answers to the above are challenging. It is thought by some
> >
> > stakeholders that organizing into an independent organization is a clear
> >
> > solution, and that there are enough financial supporters out there who
> >
> > have expressed support and agree, to make it worthwhile. Obviously, there
> >
> > are others who disagree.
> >
> > Is there a list of those who have pledged support with amounts? If the
> commits are "hard" and the list is long and trustworthy, then you will have
> answered one of the important questions without any real debate.
> >
> >
> > Re Membership questions posed above: At present there is no good answer.
> >
> > There's a desire to avoid membership fees. There's a desire for
> >
> > representation of both users and admins. The thought by folks working on
> >
> > independent organization effort, so far, was to have an initial
> membership
> >
> > consisting of the initial Board of Directors. The idea being that these
> >
> > individuals (*) are trusted enough by the PeeringDB community to steward
> >
> > PeeringDB from its present state to one of being legally organized and on
> >
> > a path toward tax-exempt status. The initial Board can then revise the
> >
> > Bylaws to be more inclusive.
> >
> >
> >
> > Why avoid membership fees? A nominal fee can be a very handy tool
> against trolls infiltrating the organization.
> >
> > It could be this should be re-examined in the interest of transparency,
> >
> > legitimacy, and securing a mandate. Maybe PeeringDB voting Membership
> >
> > could be defined simply as those subscribed to the pdb-gov
> >
> > (http://lists.peeringdb.com/cgi-bin/mailman/listinfo/pdb-gov) mailing
> list
> >
> > with active PeeringDB accounts. From there, drafts of Articles & Bylaws
> >
> > can be evolved, along with nominations of initial Board members to be
> >
> > listed on the Articles. I think all of the proposed Board members are
> >
> > happy to step aside in favor of those who receive greater support from
> the
> >
> > community, myself included.
> >
> >
> >
> > But the first question is, do we organize independently? Hence the
> survey.
> >
> >
> >
> > Chris
> >
> >
> >
> > *: Aaron Hughes, Matt Griswold, Patrick W. Gilmore, Richard A
> Steenbergen,
> >
> > and myself.
> >
> >
> >
> > Disclosure: In 2014, Patrick retained me to help get PeeringDB organized
> >
> > into a non-profit U.S. IRS 501(c)(6) due to my experience with the SIX
> >
> > (Seattle IX). He asked me to do so by being a Board Member and
> >
> > Secretary/Treasurer of the proposed organization. Not expecting this
> >
> > process to take so long or be divisive, I put those positions on my
> >
> > Facebook and LinkedIn profiles. I hope doing so did not cause additional
> >
> > confusion or appearance of presumption. They have now been removed.
> >
> >
> >
> > On Thu, 6 Aug 2015, Daniel Golding wrote:
> >
> > > Peering DB Community,
> >
> > >
> >
> > > Just to provide some additional color from one of those who believes
> more
> >
> > > transparency and logic should be applied to the situation....
> >
> > >
> >
> > > A number of us in the community are skeptical of the need for yet
> another
> >
> > > organization with resulting overhead (which is significant). In
> addition,
> >
> > > there is concern regarding the initial makeup of any proposed PeeringDB
> >
> > > board - namely, that it may not be representative of the largest user
> >
> > > groups and potential contributors to PeeringDB. There is concern about
> the
> >
> > > degree of transparency to this point - that most decisions are being
> made
> >
> > > on a closed "admin-only" list.
> >
> > >
> >
> > > PeeringDB will be funded, theoretically, by contributions or
> memberships.
> >
> > > For this reason, its vital that the Board be representative of the
> >
> > > potential contributor base, as well as absolutely free of potential
> >
> > > conflicts of interest.
> >
> > >
> >
> > > Of course, one way to avoid these unpleasant issues is to associate
> with
> >
> > > another, better funded organization, to operate in a semi-autonomous
> >
> > > manner.
> >
> > >
> >
> > > Thanks,
> >
> > > Daniel Golding
> >
> > >
> >
> > > Disclosures: I work for Google and we have a vested interest in the
> success
> >
> > > of PeeringDB. I am Chair of NANOG, and NANOG is one of the choices on
> the
> >
> > > Survey, but I'd be just as happy to see this activity under OpenIX or
> the
> >
> > > Internet Society.
> >
> > >
> >
> > >
> >
> > > On Thu, Aug 6, 2015 at 12:05 PM, Aaron Hughes <aaronh at tcp0.com> wrote:
> >
> > >
> >
> > > > Fellow PeeringDB Community,
> >
> > > >
> >
> > > > It has come to our attention that several community members believe
> more
> >
> > > > transparency and logic could have been applied to the initial survey
> >
> > > > regarding where PeeringDB functions should live. We respectfully
> request a
> >
> > > > poll from the community with a more formal survey in order to keep
> with the
> >
> > > > spirit of PeeringDB transparency and bottom up.
> >
> > > >
> >
> > > > PeeringDB has been operating for years with no official corporate
> umbrella
> >
> > > > or liability protection. There has been much discussion in recent
> months
> >
> > > > about officially organizing into an IRS non-profit, so that users may
> >
> > > > contribute funding and be assured that their contributions will best
> serve
> >
> > > > PeeringDB's evolution.
> >
> > > >
> >
> > > > Please review and complete the following survey:
> >
> > > >
> >
> > > > https://www.surveymonkey.com/r/ZDM6RNK
> >
> > > >
> >
> > > > This survey will close on 15, Aug 2015 2359h UTC
> >
> > > >
> >
> > > > Sincerely,
> >
> > > >
> >
> > > > PeeringDB Admins
> >
> > > >
> >
> > > > --
> >
> > > >
> >
> > > > Aaron Hughes
> >
> > > > aaronh at tcp0.com
> >
> > > > +1-703-244-0427
> >
> > > > PGP Public Key ID: 0xF6B1DEC2
> >
> > > > Key fingerprint = 6486 43A5 1692 502C DCFC  8446 C714 E317 F6B1 DEC2
> >
> > > > http://www.tcp0.com/
> >
> > > >
> >
> > > > Request a meeting with me: https://doodle.com/aaronh
> >
> > > >
> >
> > > > _______________________________________________
> >
> > > > Pdb-announce mailing list
> >
> > > > Pdb-announce at lists.peeringdb.com
> >
> > > > http://lists.peeringdb.com/cgi-bin/mailman/listinfo/pdb-announce
> >
> > > >
> >
> > > >
> >
> > >
> >
> > >
> >
> > > --
> >
> > > Dan Golding | Data Center Strategy | Global Network Acquisition |
> >
> > > dgolding at google.com |  +1 202-370-5916
> >
> >
> >
> >
> > --
> > Dan Golding | Infrastructure Engineering and Strategy |
> dgolding at google.com |  +1 202-370-5916
>
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