[PDB-gov] organizational documents

Patrick Gilmore patrick at peeringdb.com
Tue Oct 20 20:48:08 PDT 2015

On Oct 20, 2015, at 10:42 PM, Steve Feldman <steven.feldman at cbsinteractive.com> wrote:
> 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.

This is my fault, so I’ll try to answer it.

The wording was suggested by our lawyer, based on some language from the LINX foundational documents. It is intentionally slightly vague, but legally defensible.

The idea here is we do not want a company that owns 100 ASNs to have 100 votes. Most big companies have multiple ASes these days, and we are trying to be a “one company, one vote” kinda membership org.

However, nothing is set in stone. If the assembled membership disagrees, we can change it. We just don’t want to change it based on one company with 5K ASes outvoting everyone else combined. Hopefully the reasons for this are obvious.

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

Good point. I think saying “by the process described in 6.3” or similar might do, but let’s ask the lawyer.

> 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?

The idea here is that the 3 to 7 can be changed by amendment. We intentionally did not fix the number of board members. If I run, and if I am elected, I have no intention of fixing it permanently.

Obviously, the membership is welcome to disagree. :)

> 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.

Another fair point.

The issues of dealing with bootstrapping. 

Not sure how to do it without explicitly calling out the number of Directors of the initial Board. But again, that’s why we have a lawyer.

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

Why? Member is defined, we are saying we can terminate a member. The Affiliate thing just defines which companies are combined into a single member.

> 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.

I have a feeling a court would look very poorly upon a board which voted to change Article 7 and then subsequently changed Article 6.

However, no need to risk such things. And Steve Scores Again! :)

Chris has suggested this wording elsewhere. (I hope he does not mind me posting it here as I have not asked him.)

- ARTICLE 7. AMENDMENTS Except for the terms of Articles 6 and 7, these 
  Bylaws may be altered, amended or repealed and new Bylaws may be 
  adopted by the vote of a majority of the number of Directors in office.  
  The terms of Articles 6 and 7 may be altered, amended or repealed and 
  new terms thereof may be adopted by the vote of a 2/3 majority of the 

I am unclear if the board can add, for instance, Article 9 which says Articles 6 & 7 are invalid, but my guess is this is fine. However, we do have a person who has passed the bar and everything, so I suggest we ask him. Is everyone OK with the new language before we bother the very nice, and very generous lawyer?

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

Thank you. It has been a lot of work. I hope this is better for the community.

And thanks to Chris who did a lot of the heavy lifting. Plus thanks to Aaron who has been pushing and doing more backend work than anyone. And thanks to Matt, who coded to many things. And thanks to Richard for starting the whole thing!


> On Tue, Oct 20, 2015 at 12:39 PM, Chris Caputo <secretary at peeringdb.com <mailto: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 <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_Articles_of_Incorporation.pdf>
>   https://www.caputo.com/pdb/20151015_PeeringDB_DRAFT_Bylaws.pdf <https://www.caputo.com/pdb/20151015_PeeringDB_DRAFT_Bylaws.pdf>
>   https://www.caputo.com/pdb/20151015_PeeringDB_DRAFT_Conflict_of_Interest_Policy.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 <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 <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/ <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/ <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 <mailto: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 <mailto:Pdb-gov at lists.peeringdb.com>
> http://lists.peeringdb.com/cgi-bin/mailman/listinfo/pdb-gov <http://lists.peeringdb.com/cgi-bin/mailman/listinfo/pdb-gov>

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