[PDB-gov] organizational documents

[Will Hargrave]

Hello All,

This is great work, thank you!

My experience is mainly with UK companies and the odd NL association, so if I might make a few comments from that perspective:


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2.4 - annual meeting date to be ‘first Thursday in April’  - is fixing it in this way legally required? 

 *  If accounts are to be presented to members, there is probably not enough time from the Dec-31 year-end to prepare them before April.
 *  Personally, I object to more meetings to the calendar; the board should be able to schedule the annual meeting alongside a peering forum or operator meeting at their discretion. This actually encourages members to attend the meeting and participate in the business of the company.

Lifted from LONAP’s articles:
“"The Company shall hold a general meeting in each year as its Annual Meeting, in addition to any other meetings in that year, and shall specify the meeting as such in the notice calling it. Not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and the date of the next. The Annual Meeting shall be held at such time and place as the Board shall appoint.””

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2.9 Quorum

I have some concerns about the 10% quorum. Whilst there are 8000 peering networks present in pdb, the requirement to participate in this pdb-gov list reduces the number considerably. I would be concerned about a sudden influx of mailing list subscriptions meaning the company could not effectively conduct business in its general meetings.

LINX: 10 members personally present
LONAP: 10 members or 25% of membership, whichever lower. Proxy or physically present.
Nominet: 6 members present in person
RIPE NCC: could not immediately find this
ARIN: 5% of eligible voters

I propose we set this to ten members physically present at the meeting.
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> On Tue, 20 Oct 2015, Patrick Gilmore wrote:
>> 
>> 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.
> Not sure about this being intentionally slightly vague.  :-)  If anyone 
> has some clarifying language, please suggest it.  I'll also ask the lawyer 
> for suggestions.

Wanting to prevent capture of the company in this way is quite reasonable.

I looked at Nominet UK which has some history here ("Not more than one member of any group of companies (as defined in Section 53 of the Companies Act 1989) may be a Member.”). So this prevents affiliated (or ‘group’) companies exercising more than one membership - as opposed to this approach of preventing them exercising a vote at election time.

The proposed language seems to mirror the definition of Affiliate within US securities law. Good.

How’s this for size:
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2.3.1 Subject to 2.3.3, each member entitled to vote with respect to the subject matter of an issue 
submitted to the members shall be entitled to one vote upon each such issue. 

2.3.3 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. 
----

Steve Feldman wrote:

>>> 2.14: This is described in more detail in section 6.3.  Perhaps add a 
>>> reference here?
> -Members of the Corporation may be removed by a vote of the Board.
> +Members of the Corporation may be removed by a vote of the Board in
> +accordance with the ‘Termination of Membership’ section of Article 6 of these Bylaws.

I would be inclined to omit 2.14 altogether. It adds little to the document as a whole - why make it longer?

>> 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! :)

I’m actually used to an environment where the board can’t change the bylaws/articles at all, and requires a majority vote of members in general meeting to change them. I don’t feel strongly on this, but i’m not averse to requiring any change to the bylaws to require a simple majority vote of members, which would avoid these sorts of lacunae.


Will