[PDB-gov] Voting eligibility

bill manning azuremesa at gmail.com
Wed Nov 18 16:20:49 PST 2015 

I like the goal. Sounds reasonable to me.

On Wed, Nov 18, 2015 at 2:49 PM, Chris Caputo <secretary at peeringdb.com>
wrote:

> Limiting organizations with multiple ASNs (or subsidiaries) to a single
> vote was part of the genesis for the affiliate language:
>
>   - 2.3.2 Members who are affiliated with each other are entitled to a
>     total of one vote upon each issue. "Affiliate" means, with respect to
>     a particular person, any entity that directly or indirectly controls,
>     is controlled by, or is under common control with such person.
>     (https://www.caputo.com/pdb/20151112_PeeringDB_DRAFT_Bylaws.pdf)
>
> I previously asked the lawyer about clarifying the above language.  He
> responded:
>
>   - ... 'the definition I provided for Affiliate is universally understood
>     by corporate lawyers.  Thus any attempt to clarify that definition
>     will inevitably muddy the waters legally.  Nevertheless, here is my
>     attempt at another definition:  "Affiliate" shall mean any
>     corporation, partnership, limited liability company, joint venture,
>     association, trust, or other business organization where either the
>     Member or the parent of the Member owns at least 50% of the
>     outstanding voting interest."'
>
> I think if we had that language, one of the voters I rejected, would have
> been able to vote.
>
> > Are you suggesting that instead of the natural/legal entity distinction,
> > that a better way would be to have a single vote per registered entity
> > regardless of the number of ASNs/policies registered in peeringDB?
>
> Not sure of how to answer this.  I think the goal is a single vote per
> natural/legal entity, with at least one active PeeringDB organizational
> account.
>
> Chris
>
> On Wed, 18 Nov 2015, bill manning wrote:
> > thought experiment:
> > an entity has one or more ASNs assigned, either through an RIR or from
> > private ASN space.
> > Each ASN represents a unique Peering Policy (thats what ASNs do).
> >
> > Posit one vote per policy or vote per ASN.
> >
> > In the event that an entity has multiple ASNs/policies, all represented
> by
> > the same natural person, it would seem prudent to restrict the natural
> > person to a single vote, regardless of the number of ASNs they represent.
> >
> > Are you suggesting that instead of the natural/legal entity distinction,
> > that a better way would be to have a single vote per registered entity
> > regardless of the number of ASNs/policies registered in peeringDB?
> >
> > Think that might work.
> >
> >
> > On Wed, Nov 18, 2015 at 2:07 PM, Chris Caputo <secretary at peeringdb.com>
> > wrote:
> >
> > > As a point of information: So far we have one voter which does not
> have an
> > > ASN.  (an exchange point)
> > >
> > > Having organizations be the member base and then saying one vote per
> > > person, would seem orthogonal.
> > >
> > > For example, if orgs are the member base, and you limit to one vote per
> > > person:
> > >
> > >  - if another personal is in the org, someone else would vote
> > >
> > >  - if no one else in the org is available to vote, the org is
> > >    disenfranchised.  (single person organization, such as a
> > >    sole-proprietorship, is a legitimate organization)
> > >
> > > Chris
> > >
> > > On Wed, 18 Nov 2015, bill manning wrote:
> > > > this is for the peeringDB, yes?
> > > > if so, it seems the prudent/reasonable tactic would be to have the
> first
> > > > filter be (one ASN, one vote) and the second filter is (one vote per
> > > > person) ...
> > > > gets rid of the messy (legal v. natural entity) problem.
> > > >
> > > > /Wm
> > > >
> > > > On Wed, Nov 18, 2015 at 11:53 AM, Daniel Golding <
> dgolding at google.com>
> > > > wrote:
> > > >
> > > > > I'm with Steve here. I don't like that involved individuals don't
> get a
> > > > > voice. But changing the rules in the middle of an election is
> worse.
> > > > >
> > > > > Also, to ponder - if the rule is to keep only one person per org to
> > > have a
> > > > > vote, what's to keep multiples from an org from voting as
> individuals?
> > > > > Also, did we anticipate the case where people get multiple votes
> > > because
> > > > > they are multiple orgs?
> > > > >
> > > > > After this election, I think we should strong consider one
> person/one
> > > > > vote. Otherwise, its just a mess.
> > > > >
> > > > > Dan
> > > > >
> > > > > On Monday, November 16, 2015, Steve Feldman <
> > > > > steven.feldman at cbsinteractive.com> wrote:
> > > > >
> > > > >> After reviewing the bylaws, I agree with this view.
> > > > >>
> > > > >> Sections 2.2 and 2.3 are unambiguously clear that only business
> > > entities
> > > > >> may be members, and only representatives of members are entitled
> to
> > > cast
> > > > >> votes.
> > > > >>
> > > > >> While I think we can agree that this leads to a regrettable
> effect in
> > > > >> this case, it's too late to change the rules for this election.
> > > Doing so
> > > > >> could easily give the appearance of impropriety.
> > > > >>
> > > > >> The incoming board has the authority and ought to address this
> and a
> > > few
> > > > >> other issues I see in the bylaws (especially clarifying the
> > > affiliation
> > > > >> rules) well in advance of the next election.
> > > > >>
> > > > >>      Steve
> > > > >>
> > > > >> On Mon, Nov 16, 2015 at 6:11 AM, Dave Temkin <dave at temk.in>
> wrote:
> > > > >>
> > > > >>>
> > > > >>>
> > > > >>> On Sun, Nov 15, 2015 at 8:38 PM, Matt Griswold <grizz at 20c.com>
> > > wrote:
> > > > >>>
> > > > >>>> * Chris Phillips <cphillips at aptient.com> [151115 17:20 -0800]:
> > > > >>>> > Begs the question, what defines a highly-active member?  And
> of
> > > which
> > > > >>>> > community, peering in general or within PeeringDB itself?
> > > > >>>> Right, which is why we axed giving admins special membership to
> > > begin
> > > > >>>> with.
> > > > >>>>
> > > > >>>> In this case, I believe he was referring to the PeeringDB
> community,
> > > > >>>> since Florian does support tickets and helps out a lot.
> > > > >>>>
> > > > >>>
> > > > >>>
> > > > >>> I don't like the way this feels. Think about it in this context:
> > > > >>>
> > > > >>> I have two votes today - for FL-IX and Netflix. Does this mean I
> > > should
> > > > >>> have 3 votes, an additional one for the fact that I'm a PDB
> admin?
> > > > >>>
> > > > >>> I don't think you're silencing someone by not giving them a
> vote; I
> > > > >>> think you're cementing legitimacy in the election by sticking to
> a
> > > > >>> documented process and procedure. This (hopefully) isn't a
> popularity
> > > > >>> contest - it's a real election for a real asset with real
> > > responsibilities.
> > > > >>>
> > > > >>> The bylaws are clear- membership is proscribed to an organization
> > > (the
> > > > >>> use of the word "may" there is the opposite of "may not" and is
> > > inclusive),
> > > > >>> with an individual representative of that organization.
> > > > >>>
> > > > >>> I'm in favor of being an inclusive organization, and Florian
> > > absolutely
> > > > >>> deserves a vote - whether it's his own through an organization,
> or
> > > proxied
> > > > >>> through another. This is something that needs to be fixed before
> the
> > > next
> > > > >>> election (to be clearer).
> > > > >>>
> > > > >>> Regards,
> > > > >>> -Dave
> > > > >>>
> > > > >>>
> > > > >>>
> > > > >>>>
> > > > >>>> >
> > > > >>>> > On 11/15/2015 3:28 PM, Chris Malayter wrote:
> > > > >>>> > > I agree with Matt.  There’s no reason to silence a highly
> active
> > > > >>>> > >   member of the community.
> > > > >>>> > >
> > > > >>>> > > -Chris
> > > > >>>> > >
> > > > >>>> > >> On Nov 15, 2015, at 6:21 PM, Matt Griswold <grizz at 20c.com>
> > > wrote:
> > > > >>>> > >>
> > > > >>>> > >> I read it as (and did when we were making it) a corporation
> > > may be
> > > > >>>> > >>   a member in addition to an individual. Not a huge deal
> and I
> > > > >>>> > >>   agree that we shouldn't change any language now, but
> thought
> > > it
> > > > >>>> > >>   should be brought up for future board consideration.
> > > > >>>> > >>
> > > > >>>> > >> In cases like this, where Florian isn't currently at an
> > > > >>>> > >>   organization yet retains his account because he's an
> admin
> > > and
> > > > >>>> > >>   does tickets, I think he should still have a voice in any
> > > > >>>> > >>   election.
> > > > >>>> > >>
> > > > >>>> > >>
> > > > >>>> > >> * Chris Caputo <secretary at peeringdb.com> [151115 18:04
> +0000]:
> > > > >>>> > >>> Keeping in mind article 2 of:
> > > > >>>> > >>>
> > > > >>>> > >>>
> > > https://www.caputo.com/pdb/20151112_PeeringDB_DRAFT_Bylaws.pdf
> > > > >>>> > >>>
> > > > >>>> > >>> The intention as written is that there is one class of
> > > members and
> > > > >>>> > >>>   that class consists of organizations, each with a single
> > > vote.
> > > > >>>> > >>>
> > > > >>>> > >>> - 2.2 Qualifications for Membership.
> > > > >>>> > >>>    - A corporation, limited liability company,
> partnership or
> > > > >>>> > >>>   other legal business entity may be a Member of the
> > > Corporation.
> > > > >>>> > >>>   Membership is determined by having both an active
> > > PeeringDB.com
> > > > >>>> > >>>   account and an individual representative or role
> > > subscription to
> > > > >>>> > >>>   the PeeringDB Governance mailing list:
> > > > >>>> > >>>
> > > > >>>> > >>>      http://lists.peeringdb.com/cgi
> > > ­bin/mailman/listinfo/pdb­gov
> > > > >>>> > >>>
> > > > >>>> > >>>    - Members may have such other qualifications as the
> Board
> > > may
> > > > >>>> > >>>   prescribe by amendment to these Bylaws.
> > > > >>>> > >>>
> > > > >>>> > >>> So the first part of 2.2 says what "may" be a member, and
> then
> > > > >>>> > >>>   says that from that pool of possible members, that both
> an
> > > > >>>> > >>>   active PeeringDB.com account is needed, along with there
> > > being a
> > > > >>>> > >>>   representative (individual or role) subscription to this
> > > pdb-gov
> > > > >>>> > >>>   list.
> > > > >>>> > >>>
> > > > >>>> > >>> Implicit by the first sentence is that "active
> PeeringDB.com
> > > > >>>> > >>>   account" in the second sentence refers to
> organizational,
> > > not
> > > > >>>> > >>>   individual, PeeringDB.com accounts.
> > > > >>>> > >>>
> > > > >>>> > >>> I don't believe it would be wise to revise the draft
> documents
> > > > >>>> > >>>   during the present election, but once the election is
> over,
> > > the
> > > > >>>> > >>>   initial board (or subsequent board or member meeting)
> may
> > > want
> > > > >>>> > >>>   to clarify that second sentence by inserting the word
> > > > >>>> > >>>   "organizational" between "active" and "PeeringDB.com
> > > account",
> > > > >>>> > >>>   but first I'd be curious to know if that was the source
> of
> > > > >>>> > >>>   confusion.
> > > > >>>> > >>>
> > > > >>>> > >>> Did you or Matt think that a person with an individual
> > > PeeringDB
> > > > >>>> > >>> account, subscribed to this pdb-gov list, would be
> sufficient
> > > to
> > > > >>>> > >>> qualify for membership, based on that second sentence of
> 2.2?
> > > > >>>> > >>>
> > > > >>>> > >>> In addition to, or instead of, the clarification idea
> above, a
> > > > >>>> > >>>   future board or member meeting could certainly revise
> the
> > > > >>>> > >>>   definition of membership to be more inclusive, such as
> by
> > > > >>>> > >>>   creating a category of membership eligibility for active
> > > > >>>> > >>>   PeeringDB admins.
> > > > >>>> > >>>
> > > > >>>> > >>> Chris
> > > > >>>> > >>>
> > > > >>>> > >>> On Sun, 15 Nov 2015, Florian Hibler wrote:
> > > > >>>> > >>>> Good morning pdb-gov,
> > > > >>>> > >>>> after my attempt to register for voting on the PDB board
> > > > >>>> > >>>>   yesterday, I figured out, that I am (according to the
> > > bylaws,
> > > > >>>> > >>>>   as Chris told me), not eligible to vote, as I am not
> > > > >>>> > >>>>   representing an org with a PeeringDB entry at the
> moment.
> > > > >>>> > >>>>   Nethertheless I am actively involved into PDB and
> > > according to
> > > > >>>> > >>>>   Matt Griswold I should be entitled to vote.
> > > > >>>> > >>>>
> > > > >>>> > >>>> The paragraph which excludes me from voting is according
> to
> > > Chris
> > > > >>>> > >>>>   the following in the bylaws
> > > > >>>> > >>>> (
> > > https://www.caputo.com/pdb/20151112_PeeringDB_DRAFT_Bylaws.pdf
> > > > >>>> ):
> > > > >>>> > >>>>
> > > > >>>> > >>>> 2.2 Qualifications for Membership:
> > > > >>>> > >>>> "A corporation, limited liability company, partnership or
> > > other
> > > > >>>> > >>>>   legal business entity may be a Member of the
> Corporation.
> > > > >>>> > >>>>   Membership is determined by having both an active
> > > PeeringDB.com
> > > > >>>> > >>>>   account and an individual representative or role
> > > subscription
> > > > >>>> > >>>>   to the PeeringDB Governance mailing list:
> > > > >>>> > >>>> http://lists.peeringdb.com/cgi-
> > > ­bin/mailman/listinfo/pdb­-gov
> > > > >>>> > >>>> Members may have such other qualifications as the Board
> may
> > > > >>>> > >>>>   prescribe by amendment to these Bylaws."
> > > > >>>> > >>>>
> > > > >>>> > >>>> Matt sees it a bit different, so we decided to bring the
> > > topic up
> > > > >>>> > >>>>   here and see what other people think about it. Your
> input
> > > is
> > > > >>>> > >>>>   highly appreciated and looking very much forward to
> hear
> > > from
> > > > >>>> > >>>>   you on this topic!
> > > > >>>> > >>>>
> > > > >>>> > >>>> Bests,
> > > > >>>> > >>>> Florian
> > > > >>>> > >>>>
> > > > >>>> > >>>> --
> > > > >>>> > >>>> Florian Hibler <fhibler at peeringdb.com>
> > > > >>>> > >>>> PeeringDB Administrator
> > > > >>>> > >>
> > > > >>>> > >> _______________________________________________
> > > > >>>> > >> Pdb-gov mailing list
> > > > >>>> > >> Pdb-gov at lists.peeringdb.com
> > > > >>>> > >>
> http://lists.peeringdb.com/cgi-bin/mailman/listinfo/pdb-gov
> > > > >>>> > >
> > > > >>>> > > _______________________________________________
> > > > >>>> > > Pdb-gov mailing list
> > > > >>>> > > Pdb-gov at lists.peeringdb.com
> > > > >>>> > > http://lists.peeringdb.com/cgi-bin/mailman/listinfo/pdb-gov
> > > > >>>> > >
> > > > >>>> > _______________________________________________
> > > > >>>> > Pdb-gov mailing list
> > > > >>>> > Pdb-gov at lists.peeringdb.com
> > > > >>>> > http://lists.peeringdb.com/cgi-bin/mailman/listinfo/pdb-gov
> > > > >>>>
> > > > >>>> _______________________________________________
> > > > >>>> Pdb-gov mailing list
> > > > >>>> Pdb-gov at lists.peeringdb.com
> > > > >>>> http://lists.peeringdb.com/cgi-bin/mailman/listinfo/pdb-gov
> > > > >>>>
> > > > >>>
> > > > >>>
> > > > >>> _______________________________________________
> > > > >>> Pdb-gov mailing list
> > > > >>> Pdb-gov at lists.peeringdb.com
> > > > >>> http://lists.peeringdb.com/cgi-bin/mailman/listinfo/pdb-gov
> > > > >>>
> > > > >>>
> > > > >>
> > > > >
> > > > > --
> > > > > Dan Golding | Network Infrastructure Engineering |
> dgolding at google.com
> > > |  +1
> > > > > 202-370-5916
> > > > >
> > > > >
> > > > >
> > > > >
> > > > >
> > > > > _______________________________________________
> > > > > Pdb-gov mailing list
> > > > > Pdb-gov at lists.peeringdb.com
> > > > > http://lists.peeringdb.com/cgi-bin/mailman/listinfo/pdb-gov
> > > > >
> > > > >
> > > >
> > >
> >
>
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