[PDB-gov] organizational documents

[Daniel Golding]

Proxy's are a good way to avoid quorum issues.

Dan

On Wed, Oct 21, 2015 at 8:44 PM, Chris Caputo <secretary at peeringdb.com>
wrote:

> On Wed, 21 Oct 2015, Will Hargrave wrote:
> > 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.””
>
> To my knowledge a fixed date is not required.  My intent is to have the
> annual member meetings held online since this is a worldwide organization
> and not all stakeholders attend all conferences.  Finances and other
> reports would be made openly in advance.  Board elections would be done
> via emailed ballots, as we are doing for the Initial Board election.  In
> the future, voting may happen through the PeeringDB web site itself.
> Grizz has indicated that is plausible.  Realtime communication during an
> actual meeting, using a Hangout or equivalent may also happen, if needed.
>
> By the way, I should mention there are auditors on secretary at peeringdb.com
> to keep the secretary (presently me) honest.  At present, I understand
> Richard Turkbergen and Patrick Gilmore get a copy of the emails, so when
> ballots are submitted for the election of the Initial Board, they will be
> able to ensure legitimacy.  (Downside is a decrease in anonymity of votes
> but hopefully that won't bother voters into not voting their heart, or
> maybe an option to email me directly will be available if desired.)
>
> The U.S. IRS Form 990 ("Return of Organization Exempt From Income Tax") is
> due May 15th of each year.  In addition to finances, it requires a list of
> directors.  So as to have that submission be current, I recommend the
> annual meeting to be in April.
>
> Finance-wise, I am the secretary/treasurer for the Seattle Internet
> Exchange, an IRS 501(c)(6) with multi-hundred-grand annual rev/exp, with a
> late April annual meeting date.  I have not found preparing the finances
> by April for the previous calendar year, to be difficult.
>
> With the above in mind, what do you all think of changing section 2.4 to
> be:
>
>    "The annual meeting of the members shall be held in April of each year
>    for the purpose of electing Directors and transacting such other
>    business as may properly come before the meeting. The annual meeting
>    shall be held at such time and place as the Board shall appoint."
>
> ?
>
> > 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.
>
> At present there are ~185 potential members subscribed to pdb-gov.  The
> number of actual members is likely lower due to multiples from the same
> organization or affiliates.
>
> Given the above virtual meeting intention, the question is whether we
> think 10% of pdb-gov members will attend an online meeting.  One way to
> increase odds of reaching the quorum is to encourage proxy-ballot voting
> for the board election, in advance of the meeting.  Doing so also gives
> folks plenty of time to review candidate bios and make informed choices.
>
> Keep in mind that since the Board can vote and change the quorum
> requirement, there is not a risk of getting trapped.
>
> > 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:
> > ----
> > 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.
> > ----
>
> I like it.  So in total section 2.3 would be:
>
>  - 2.3: Voting Rights.
>
>  - 2.3.1: Subject to section 2.3.3 of these Bylaws, 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.
>
>  - 2.3.2: Each member entitled to one vote at an election of Directors may
>    cast one vote for as many persons as there are Directors to be elected
>    and for whose election such member has a right to vote. Cumulative
>    voting will not be allowed.
>
>  - 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.
>
> Any one else support or oppose the revision?  (If we decide to change it,
> I'll run it by the lawyer.)
>
> > >>> 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've now asked the attorney.
>
> Thanks,
> Chris
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>
>


-- 
Dan Golding | Network Infrastructure Engineering | dgolding at google.com |  +1
202-370-5916
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