[PDB-gov] organizational documents

[Steve Feldman]

Having dabbled a bit in nonprofit governance in the past, here are my
comments on the proposed Bylaws:

2.3.1: Can the definition and purpose of "Affiliate" be made more clear?  I
think the purpose is to limit the number of votes to one per member
organization, and to avoid conflicts of interest in section 6.3.  But it
took me a few readings to get that far.  And it's not clear who exactly
gets to vote on behalf of a member organization.

2.14: This is described in more detail in section 6.3.  Perhaps add a
reference here?

3.2: This first says the number of Directors is set by Board resolution
within a specified range, then says "The number of Directors may be changed
from time to time by amendment to these Bylaws."  Should this say instead
that the allowable range is changed by amendment?  Or is the intent to fix
the number after the first Board resolution?

3.4.2: This section implies that there will be exactly five board seats at
the first election, but that's not explicitly defined anywhere in the
Bylaws.  It is in the Articles of Incorporation, but there's nothing
preventing the number of seats from being changed before or at election
time.

6.3: Perhaps refer to the earlier definition of "Affiliate"?

7: As written, the Board could amend Article 7 to allow themselves to amend
Article 6.  At minimum, require member voting to amend articles 6 and 7.
You might also want to consider whether or not to include other sections,
as it's possible to invent other doomsday scenarios where a rogue Board
majority could redefine the organization in ways the intended constituency
might not appreciate.

Overall, these do seem well-written, and I appreciate the effort being put
into getting this off the ground.
     Steve

On Tue, Oct 20, 2015 at 12:39 PM, Chris Caputo <secretary at peeringdb.com>
wrote:

> Alright folks, please give those org docs a review...  The basic layout is
> that the Organizational Consent comes first:
>
>
> https://www.caputo.com/pdb/20151015_PeeringDB_DRAFT_Organizational_Consent.pdf
>
> It references the other documents in this order:
>
>
> https://www.caputo.com/pdb/20151015_PeeringDB_DRAFT_Articles_of_Incorporation.pdf
>   https://www.caputo.com/pdb/20151015_PeeringDB_DRAFT_Bylaws.pdf
>
> https://www.caputo.com/pdb/20151015_PeeringDB_DRAFT_Conflict_of_Interest_Policy.pdf
>
> Feel free to share any questions, concerns or comments.
>
> Thanks,
> Chris
>
> On Tue, 20 Oct 2015, Chris Caputo wrote:
> > Results of the survey which ended August 15th, along with anonymous
> > comments are up at:
> >
> >   https://www.caputo.com/pdb/20150800_PDB_Survey_results.pdf
> >
> > 91 responses, of which 89 voted for the main question:
> >
> >  PeeringDB functions should be performed by:
> >
> >  - 35 votes, 39.33%: "An independent 501(C)(6) (Not for profit)
> PeeringDB,
> >       with it's own elected board and members"
> >
> >  - 14 votes, 15.73%: "The existing global standards body OpenIX 501(C)(6)
> >       (Not for profit)"
> >
> >  - 10 votes, 11.24%: "The existing regional organization NANOG 501(C)(3)
> >       (Not for profit)"
> >
> >  - 30 votes, 33.71%: "I don't care just as long as PeeringDB keeps
> >       working"
> >
> > That looks like a clear vote for independence, given that the number for
> > independence is 45% more than the combined votes for OpenIX and NANOG.
> >
> > Based on this, we are going to continue working toward becoming an
> > independent non-profit corporation. In the interest of broad support,
> > this is going to be done with transparency and inclusion using the
> pdb-gov
> > mailing list. The plan:
> >
> >  - If you want to participate in the process, please subscribe to the
> >    pdb-gov "governance" mailing list with your PeeringDB account email.
> >
> >      http://lists.peeringdb.com/cgi-bin/mailman/listinfo/pdb-gov
> >
> >  - Further emails will be sent to pdb-gov mailing list and posted to
> >    http://gov.peeringdb.com/ as appropriate.
> >
> >  - pdb-gov is where the draft organizational documents will be discussed
> >    and refined.  These draft documents are up at:
> >
> >      https://www.caputo.com/pdb/
> >
> >  - There will be elections for the initial Board of Directors.
> Candidacies
> >    along with max 300 word statements should be submitted to
> >    secretary at peeringdb.com prior to November 15th. Anyone can run for
> >    election to the initial Board.
> >
> >  - The interim Secretary (tentatively Chris Caputo) will send out ballots
> >    to pdb-gov on November 15th, with voting to happen through November
> >    30th.  The org docs currently proscribe one ballot per member
> >    organization.  The interim Secretary will break ties through public
> >    random means.  The Secretary will not be eligible for election to the
> >    initial Board.
> >
> >  - The initial Board will decide on officers, per the tentative Bylaws.
> >    The draft documents will then be signed and filed.
> >
> > Chris Caputo
> > Patrick W. Gilmore
> > Matt Griswold
> > Aaron Hughes
> > Richard A Turkbergen
> _______________________________________________
> Pdb-gov mailing list
> Pdb-gov at lists.peeringdb.com
> http://lists.peeringdb.com/cgi-bin/mailman/listinfo/pdb-gov
>
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