[PDB-gov] organizational documents

Will Hargrave will at harg.net
Wed Oct 21 10:32:49 PDT 2015

> On 21 Oct 2015, at 17:52, Daniel Golding <dgolding at google.com> wrote:
> As to Will's comment - I would not fix an exact date for an annual meeting. It will just cause problems down the line. I also agree on Quorum, but maybe 50 present both physically and electronically? As Will said, don't tie it to membership or you could get trapped. I've seen Homeowners Associations unable to do business for years because of absentee landlords making a quorum impossible. 

IMO 50 is too high. Remember networks (etc.) are members; not individuals. 
The LONAP approach is lowest of 10 or 25% of voting members. (The 25% requirement could be removed; the organisation last had that few members sometime in the early 2000s - i think similar clauses were removed by other organisations during post-bootstrap)

Think about 5 years time when Peeringdb is even more awesome; everyone is happy, but have little interest in its governance. Finding those 50 members to attend in person or send proxies could be a significant barrier.

> I've put anti-capture provisions in other organization's bylaws, and every time the concern has been unwarranted. NANOG was never captured by Cisco and Open-IX was never captured by Equinix.

Well, Newnog was only formed five years ago, and Open-IX even more recently. Give them a chance … :-)
I can remember various evolutions of Nominet fussing; the failed demutualisation of LINX in the early 2000’s was a little early for me, though.

> "Affiliated" is tricky and I'm not sure how a court would read that. Borrowing the Open-IX clause is an idea - it has let multiple folks from organizations become members while avoiding capture.

Similar definitions of ‘Affiliate’ seem quite common in US securities law, I am not sure this is problematic.

> On Wed, Oct 21, 2015 at 9:52 AM, Daniel Golding <dgolding at google.com> wrote:
> "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. " - this will work, but only after a certain point in time. A board needs the ability to tweak, at least for the first 12 months or you can get really unexpected results. 
Steve Feldman wrote:
> That's what we did with NANOG, and it was an important tool as we were bootstrapping.  We also required member ratification of any board-initiated changes at the next general meeting.

Is it so hard?
Write a proposal, call a Special Meeting with 10 days notice, vote on it? You could practically hold such a thing in the bar at a NANOG meeting. 

I also think Steve’s ratification idea has merit.


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