[PDB-gov] organizational documents

Arturo Servin arturo.servin at gmail.com
Wed Oct 21 11:15:52 PDT 2015

Some comments about the bylaws:

- If we really want to take peeringdb usage beyond USA and Europe we should
allow remote participation, so +1 in 2.13
- As it was mentioned before setting dates in advance has more
disadvantages than advantages.
- +1 to be able to define a place for a member meeting outside Washington
and even USA.
- 10% of quorum LGTM

and one last question (sorry if was asked before). In order to be a
director, you need to represent a member?


On Wed, 21 Oct 2015 at 10:32 Will Hargrave <will at harg.net> wrote:

> > 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.
> Will
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