[PDB-gov] organizational documents

[Daniel Golding]

Marty,

I think BoD elections will have a little more impact that red vs blue bowl.

Dan

On Wed, Oct 21, 2015 at 10:09 AM, Hannigan, Martin <marty at akamai.com> wrote:

> Hi Team,
>
>
> If PDB has to solicit feedback from every corner of the earth for mundane
> things like if they are going to have a red bowl for the soup vs. a blue
> one, they'll get nothing done. A lawyer is a reasonable minimum and they
> have one.
>
>
> Keep going.
>
>
> Best,
>
>
> Martin Hannigan / AS 20940
>
>
>
>
> ------------------------------
> *From:* Daniel Golding <dgolding at google.com>
> *Sent:* Wednesday, October 21, 2015 9:58 AM
> *To:* Patrick Gilmore
> *Cc:* pdb-gov at lists.peeringdb.com
> *Subject:* Re: [PDB-gov] organizational documents
>
> Considering the relatively small number of folks on this list and the lack
> of activity (up until now), its important that this process is promoted a
> bit more widely - NANOG ,RIPE, etc mailing lists, and other forums. In
> order to have a real mandate, I suggest getting at least 500 folks on
> list...
>
> Dan
>
> On Wed, Oct 21, 2015 at 9:55 AM, Patrick Gilmore <patrick at peeringdb.com>
> wrote:
>
>> On Oct 21, 2015, at 5:30 AM, Hannigan, Martin <marty at akamai.com> wrote:
>> > On Oct 21, 2015, at 02:52, Chris Caputo <secretary at peeringdb.com>
>> wrote:
>> >>
>> >> Hi Chris,
>> >>
>> >>> On Tue, 20 Oct 2015, Chris Malayter wrote:
>> >>> I would suggest you incorporate in a friendly state for
>> not-for-profits.
>> >>> Aka, Arizona or Delaware…not Washington.
>> >>
>> >> Is there something you know about Washington state which suggests it is
>> >> not a friendly state for not-for-profits?
>> >>
>> >> The attorney (Steve Fisher, Foster Pepper) we have been working with so
>> >> far, provided us with the following when we considered other states:
>> >>
>> >> - "A lot of for-profit companies (almost all publically traded
>> >>   companies) file in Delaware because there is a massive body of
>> >>   judicial decisions about shareholder rights, board of director and
>> >>   officer liability, merger rights for shareholders, hostile
>> take-overs,
>> >>   minority shareholder protections, etc.  I just have never heard of
>> >>   going to DE for non-profits.  We have hundreds of non-profits at the
>> >>   law firm but I couldn't find one this morning in my search that was
>> >>   Delaware.  Washington corporate law is basically identical to
>> Delaware
>> >>   corporate law, especially with respect to liability of its officers
>> >>   and directors.  You are only going to be liable as an officer or
>> >>   director if you commit tax fraud securities fraud, or some other
>> >>   heinous act and the non-profit corporation won't shield you
>> >>   personally.  That is the same in Delaware as it is in Washington."
>> >
>> >
>> > Open-ix went to DE. Similar to WA, and friendly to electronic
>> management eg board and member voting, etc.
>> >
>> > I'm ok with whatever the board decides.
>>
>> I had the same question when we started this. However, after speaking
>> with the lawyer, there really isn’t anything our org will gain from DE vs.
>> WA. On the flip side, we get free legal counsel in WA, and at least two of
>> the people (Chris & Patrick) were involved in a 501(c)(6) set up in WA, so
>> we have some experience with this.
>>
>> Seemed like a good choice. Plus it is not irreversible. Corporations are
>> allowed to move.
>>
>> --
>> TTFN,
>> patrick
>>
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>
>
>
> --
> Dan Golding |  Network Infrastructure Engineering |  dgolding at google.com |
> +1 202-370-5916
>
>
>
>
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-- 
Dan Golding | Network Infrastructure Engineering | dgolding at google.com |  +1
202-370-5916
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