[PDB-gov] Voting eligibility

Hannigan, Martin marty at akamai.com
Thu Nov 19 14:42:24 PST 2015 


Not sure why this is so controversial. I like the one org one vote idea. I get the idea behind volunteers and a voice. Why don’t we list out the volunteers and exclude all but one from voting? They can work out who to vote for amongst themselves and whoever they choose can send the receipt back to the rest for verification. Let’s not over think this, you all need your energy for the pending bylaws battle over elections and votes, which is where it will really count.

This is merely a poll, not a legal election, to get consensus on who to appoint to the initial board. Let’s keep going forward. And don’t forget to vote for me.


Best,

-M<



On Nov 18, 2015, at 7:20 PM, bill manning <azuremesa at gmail.com<mailto:azuremesa at gmail.com>> wrote:

I like the goal. Sounds reasonable to me.

On Wed, Nov 18, 2015 at 2:49 PM, Chris Caputo <secretary at peeringdb.com<mailto: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<https://urldefense.proofpoint.com/v2/url?u=https-3A__www.caputo.com_pdb_20151112-5FPeeringDB-5FDRAFT-5FBylaws.pdf&d=CwMFaQ&c=96ZbZZcaMF4w0F4jpN6LZg&r=XDN_BIPGnpb6V0w5M9FADw&m=xgaERWc4uZqA7qmdFv05QTqxMnzC16HNAF_MFMXW1Lk&s=o0AvvIb5vRFy7wcbhctfikfHjEcJpFUKnXPgQ0ONv4k&e=>)

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<mailto: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<mailto: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<mailto: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<mailto:dave at temk.in>> wrote:
> > > >>
> > > >>>
> > > >>>
> > > >>> On Sun, Nov 15, 2015 at 8:38 PM, Matt Griswold <grizz at 20c.com<mailto:grizz at 20c.com>>
> > wrote:
> > > >>>
> > > >>>> * Chris Phillips <cphillips at aptient.com<mailto: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<mailto: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<mailto:secretary at peeringdb.com>> [151115 18:04 +0000]:
> > > >>>> > >>> Keeping in mind article 2 of:
> > > >>>> > >>>
> > > >>>> > >>>
> > https://www.caputo.com/pdb/20151112_PeeringDB_DRAFT_Bylaws.pdf<https://urldefense.proofpoint.com/v2/url?u=https-3A__www.caputo.com_pdb_20151112-5FPeeringDB-5FDRAFT-5FBylaws.pdf&d=CwMFaQ&c=96ZbZZcaMF4w0F4jpN6LZg&r=XDN_BIPGnpb6V0w5M9FADw&m=xgaERWc4uZqA7qmdFv05QTqxMnzC16HNAF_MFMXW1Lk&s=o0AvvIb5vRFy7wcbhctfikfHjEcJpFUKnXPgQ0ONv4k&e=>
> > > >>>> > >>>
> > > >>>> > >>> 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<http://PeeringDB.com>
> > > >>>> > >>>   account and an individual representative or role
> > subscription to
> > > >>>> > >>>   the PeeringDB Governance mailing list:
> > > >>>> > >>>
> > > >>>> > >>>      http://lists.peeringdb.com/cgi<https://urldefense.proofpoint.com/v2/url?u=http-3A__lists.peeringdb.com_cgi&d=CwMFaQ&c=96ZbZZcaMF4w0F4jpN6LZg&r=XDN_BIPGnpb6V0w5M9FADw&m=xgaERWc4uZqA7qmdFv05QTqxMnzC16HNAF_MFMXW1Lk&s=lB-Z8d_3HLly8FcHrGd2OSjhq5N8TclnC6f_9hafTuU&e=>
> > ­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<http://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<http://PeeringDB.com>
> > > >>>> > >>>   account" in the second sentence refers to organizational,
> > not
> > > >>>> > >>>   individual, PeeringDB.com<http://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<http://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<https://urldefense.proofpoint.com/v2/url?u=https-3A__www.caputo.com_pdb_20151112-5FPeeringDB-5FDRAFT-5FBylaws.pdf&d=CwMFaQ&c=96ZbZZcaMF4w0F4jpN6LZg&r=XDN_BIPGnpb6V0w5M9FADw&m=xgaERWc4uZqA7qmdFv05QTqxMnzC16HNAF_MFMXW1Lk&s=o0AvvIb5vRFy7wcbhctfikfHjEcJpFUKnXPgQ0ONv4k&e=>
> > > >>>> ):
> > > >>>> > >>>>
> > > >>>> > >>>> 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<http://PeeringDB.com>
> > > >>>> > >>>>   account and an individual representative or role
> > subscription
> > > >>>> > >>>>   to the PeeringDB Governance mailing list:
> > > >>>> > >>>> http://lists.peeringdb.com/cgi-<https://urldefense.proofpoint.com/v2/url?u=http-3A__lists.peeringdb.com_cgi-2D&d=CwMFaQ&c=96ZbZZcaMF4w0F4jpN6LZg&r=XDN_BIPGnpb6V0w5M9FADw&m=xgaERWc4uZqA7qmdFv05QTqxMnzC16HNAF_MFMXW1Lk&s=pqTZ_UjIwCp0pxagxuv4Mh8M13FgNAXpWEQzd2Skai4&e=>
> > ­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<mailto:fhibler at peeringdb.com>>
> > > >>>> > >>>> PeeringDB Administrator
> > > >>>> > >>
> > > >>>> > >> _______________________________________________
> > > >>>> > >> Pdb-gov mailing list
> > > >>>> > >> Pdb-gov at lists.peeringdb.com<mailto:Pdb-gov at lists.peeringdb.com>
> > > >>>> > >> http://lists.peeringdb.com/cgi-bin/mailman/listinfo/pdb-gov<https://urldefense.proofpoint.com/v2/url?u=http-3A__lists.peeringdb.com_cgi-2Dbin_mailman_listinfo_pdb-2Dgov&d=CwMFaQ&c=96ZbZZcaMF4w0F4jpN6LZg&r=XDN_BIPGnpb6V0w5M9FADw&m=xgaERWc4uZqA7qmdFv05QTqxMnzC16HNAF_MFMXW1Lk&s=NORLdzv5KGF4OWzOSWMnmzukOaXolqXWcBQ_IinPrJY&e=>
> > > >>>> > >
> > > >>>> > > _______________________________________________
> > > >>>> > > Pdb-gov mailing list
> > > >>>> > > Pdb-gov at lists.peeringdb.com<mailto:Pdb-gov at lists.peeringdb.com>
> > > >>>> > > http://lists.peeringdb.com/cgi-bin/mailman/listinfo/pdb-gov<https://urldefense.proofpoint.com/v2/url?u=http-3A__lists.peeringdb.com_cgi-2Dbin_mailman_listinfo_pdb-2Dgov&d=CwMFaQ&c=96ZbZZcaMF4w0F4jpN6LZg&r=XDN_BIPGnpb6V0w5M9FADw&m=xgaERWc4uZqA7qmdFv05QTqxMnzC16HNAF_MFMXW1Lk&s=NORLdzv5KGF4OWzOSWMnmzukOaXolqXWcBQ_IinPrJY&e=>
> > > >>>> > >
> > > >>>> > _______________________________________________
> > > >>>> > Pdb-gov mailing list
> > > >>>> > Pdb-gov at lists.peeringdb.com<mailto:Pdb-gov at lists.peeringdb.com>
> > > >>>> > http://lists.peeringdb.com/cgi-bin/mailman/listinfo/pdb-gov<https://urldefense.proofpoint.com/v2/url?u=http-3A__lists.peeringdb.com_cgi-2Dbin_mailman_listinfo_pdb-2Dgov&d=CwMFaQ&c=96ZbZZcaMF4w0F4jpN6LZg&r=XDN_BIPGnpb6V0w5M9FADw&m=xgaERWc4uZqA7qmdFv05QTqxMnzC16HNAF_MFMXW1Lk&s=NORLdzv5KGF4OWzOSWMnmzukOaXolqXWcBQ_IinPrJY&e=>
> > > >>>>
> > > >>>> _______________________________________________
> > > >>>> Pdb-gov mailing list
> > > >>>> Pdb-gov at lists.peeringdb.com<mailto:Pdb-gov at lists.peeringdb.com>
> > > >>>> http://lists.peeringdb.com/cgi-bin/mailman/listinfo/pdb-gov<https://urldefense.proofpoint.com/v2/url?u=http-3A__lists.peeringdb.com_cgi-2Dbin_mailman_listinfo_pdb-2Dgov&d=CwMFaQ&c=96ZbZZcaMF4w0F4jpN6LZg&r=XDN_BIPGnpb6V0w5M9FADw&m=xgaERWc4uZqA7qmdFv05QTqxMnzC16HNAF_MFMXW1Lk&s=NORLdzv5KGF4OWzOSWMnmzukOaXolqXWcBQ_IinPrJY&e=>
> > > >>>>
> > > >>>
> > > >>>
> > > >>> _______________________________________________
> > > >>> Pdb-gov mailing list
> > > >>> Pdb-gov at lists.peeringdb.com<mailto:Pdb-gov at lists.peeringdb.com>
> > > >>> http://lists.peeringdb.com/cgi-bin/mailman/listinfo/pdb-gov<https://urldefense.proofpoint.com/v2/url?u=http-3A__lists.peeringdb.com_cgi-2Dbin_mailman_listinfo_pdb-2Dgov&d=CwMFaQ&c=96ZbZZcaMF4w0F4jpN6LZg&r=XDN_BIPGnpb6V0w5M9FADw&m=xgaERWc4uZqA7qmdFv05QTqxMnzC16HNAF_MFMXW1Lk&s=NORLdzv5KGF4OWzOSWMnmzukOaXolqXWcBQ_IinPrJY&e=>
> > > >>>
> > > >>>
> > > >>
> > > >
> > > > --
> > > > Dan Golding | Network Infrastructure Engineering | dgolding at google.com<mailto:dgolding at google.com>
> > |  +1
> > > > 202-370-5916<tel:202-370-5916>
> > > >
> > > >
> > > >
> > > >
> > > >
> > > > _______________________________________________
> > > > Pdb-gov mailing list
> > > > Pdb-gov at lists.peeringdb.com<mailto:Pdb-gov at lists.peeringdb.com>
> > > > http://lists.peeringdb.com/cgi-bin/mailman/listinfo/pdb-gov<https://urldefense.proofpoint.com/v2/url?u=http-3A__lists.peeringdb.com_cgi-2Dbin_mailman_listinfo_pdb-2Dgov&d=CwMFaQ&c=96ZbZZcaMF4w0F4jpN6LZg&r=XDN_BIPGnpb6V0w5M9FADw&m=xgaERWc4uZqA7qmdFv05QTqxMnzC16HNAF_MFMXW1Lk&s=NORLdzv5KGF4OWzOSWMnmzukOaXolqXWcBQ_IinPrJY&e=>
> > > >
> > > >
> > >
> >
>

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