[PDB-gov] organizational documents
secretary at peeringdb.com
Fri Oct 23 11:29:30 PDT 2015
On Wed, 21 Oct 2015, Chris Caputo wrote:
> On Tue, 20 Oct 2015, Patrick Gilmore wrote:
> > On Oct 20, 2015, at 10:42 PM, Steve Feldman <steven.feldman at cbsinteractive.com> wrote:
> > > Having dabbled a bit in nonprofit governance in the past, here are
> > > my comments on the proposed Bylaws:
> > >
> > > 2.3.1: Can the definition and purpose of "Affiliate" be made more
> > > clear? I think the purpose is to limit the number of votes to one
> > > per member organization, and to avoid conflicts of interest in
> > > section 6.3. But it took me a few readings to get that far. And
> > > it's not clear who exactly gets to vote on behalf of a member
> > > organization.
> > This is my fault, so I’ll try to answer it.
> > 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.
The draft has the following current language:
- "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 asked the attorney if that could be made more clear. He responded:
- 'the definition I provided for Affiliate is universally understood by
corporate lawyers. Thus any attempt to clarify that definition will
inevitably muddy the waters legally. Nevertheless, here is my attempt
at another definition: "Affiliate" shall mean any corporation,
partnership, limited liability company, joint venture, association,
trust, or other business organization where either the Member or the
parent of the Member owns at least 50% of the outstanding voting
I recommend we leave the current definition as is, lest risk muddying
What do you all think?
> > > > 7: As written, the Board could amend Article 7 to allow themselves
> > > > to amend Article 6. At minimum, require member voting to amend
> > > > articles 6 and 7. You might also want to consider whether or not
> > > > to include other sections, as it's possible to invent other
> > > > doomsday scenarios where a rogue Board majority could redefine the
> > > > organization in ways the intended constituency might not
> > > > appreciate.
The attorney says:
- "It isn’t necessary to include Article 7 for purposes of limiting
amendments, but it doesn’t hurt since someone was worried about it."
So I'll leave the revised form:
- "ARTICLE 7. AMENDMENTS" Except for the terms of Articles 6 and 7, these
Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the vote of a majority of the number of Directors in office.
The terms of Articles 6 and 7 may be altered, amended or repealed and
new terms thereof may be adopted by the vote of a 2/3 majority of the
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