[PDB Gov] PeeringDB Transparency Request

[Chris Caputo]

Tom,

Regarding the omission from the January 7th, 2016 board meeting minutes 
that director Matt Griswold is a principal at 20C, LLC:

  - all board members were well aware of director Griswold's involvement 
    with 20C, LLC and his involvement in the creation of the PeeringDB 2.0 
    software, along with knowledge that one of the initial goals of 
    PeeringDB was to acquire the rights to the PeeringDB 2.0 software, so 
    that it could be launched.

  - while no motions were made regarding 20C, LLC at that meeting, it was 
    an oversight on my part to not clarify, for the community, in the 
    minutes that director Griswold is a principal at 20C, LLC.  That said, 
    director Griswold's involvement with PeeringDB 2.0 was disclosed to 
    the community in the voter's guide for the 11/2015 election:

      http://docs.peeringdb.com/gov/misc/2015-11-14_election.html

  - subsequent board meeting minutes which mention 20C, LLC, starting with 
    the February 4th, 2016 meeting, include the disclosure:

      "[Director Matt Griswold is a principal at 20C, LLC.]"

  - two board meetings (February 4th and March 4th, 2016) took place, and 
    minutes were shared with pdb-gov, which disclosed to the community 
    that director Griswold is a principal at 20C, LLC and that the 
    President was in the process of establishing a contract with 20C, LLC.

The PeeringDB Bylaws 
(http://docs.peeringdb.com/gov/legaldocs/2015-12-08_PeeringDB_Bylaws.pdf) 
empower the President of the organization as follows:

    "The President shall be the chief executive officer of the 
    Corporation, and, subject to the Board's control, shall supervise and 
    control all of the assets, business and affairs of the Corporation. 
    The President shall preside over meetings of the members and the 
    Board. The President may sign deeds, mortgages, bonds, contracts, or 
    other instruments, except when the signing and execution thereof have 
    been expressly delegated by the Board or by these Bylaws to some other 
    officer or agent of the Corporation or are required by law to be 
    otherwise signed or executed by some other officer or in some other 
    manner. In general, the President shall perform all duties incident to 
    the office of President and such other duties as are assigned to him 
    or her by the Board from time to time."

> From the Board Meeting notes, an immaterial contract was reached with 
> 20C, LLC between the boarding meetings of 8 December 2015 and 7 January 
> 2016.

I am not clear on your meaning of "immaterial contract".

On December 30th, 2015 and January 5th, 2016, drafts of the non-profit 
application to the IRS were shared with pdb-gov.  Page 20 of the drafts 
included:

  http://docs.peeringdb.com/gov/finances/2016-01-07_PeeringDB_Non_Profit_Filing.pdf

  - "Matt Griswold, Director: Mr. Griswold's company 20C, LLC will receive 
    approximately $100,000 one-time and approximately $2,000 per month for 
    software maintenance and development services."

PeeringDB 2.0 launched on March 15th, 2016.  The Software Acquisition 
Agreement was executed on March 31st, 2016.  The April 6th, 2016 board 
meeting minutes were shared with pdb-gov and the gov.peeringdb.com website 
on the same day and indicated:

   "20C, LLC Contract Updates.

   [Director Matt Griswold is a principal at 20C, LLC.]

   Aaron indicated the contract with 20C, LLC has been executed and the 
   first check has been cut. The PeeringDB 2.0 software is officially 
   assigned to PeeringDB. A maintenance contract is forthcoming. The 
   Product Development Committee will work on other contracts as needed."

> 1) PeeringDB's financial controls policy.

The finances are governed by the Bylaws.  The Members elect the Board, and 
the Board elects the Officers.  The President is the chief executive and 
may delegate financial tasks to the Treasurer.

> 2) Confirmation that the impacted board member abstained from discussion 
>    and votes relating to procurement of PeeringDB software and ongoing 
>    maintenance contracts.

Director Griswold participated in discussions regarding the procurement of 
PeeringDB software.  There were no votes relating to procurement of 
PeeringDB software, since the Bylaws delegated that responsibility to the 
President.  The Board elected the President and the Board did nothing to 
remove the responsibilities delegated by the Bylaws.

The Board was re-elected in April 2016 after the above disclosures had all 
been made public to pdb-gov and the gov.peeringdb.com web site.

The PeeringDB Board has reviewed and approved this response.

Respectfully,
Chris Caputo
PeeringDB Secretary/Treasurer

On Tue, 28 Mar 2017, Tom Paseka wrote:
> Hello PeeringDB Board, Stewards and Governance Lists,
> I'd like to firstly thank the board work their work thus far and bringing PeeringDB forward.
> 
> The concerns being raised here, were also raised on the PeeringDB Facebook page, a post which has since been deleted by an unknown source. A partial screenshot of the thread
> has been attached for prosperity. This deletion of the post isn't the concern here, however its deletion is disappointing. 
> 
> The issue I would like to ask the board for clarification on is contract issued with 20C, LLC for procurement and maintenance of PeeringDB 2.0. This software is a great step
> forward for PeeringDB and the Internet community in general, however there are some uncertainties as to how this contract was reached. A board member is principal at 20C,
> LLC. 
> 
> From the Board Meeting notes, an immaterial contract was reached with 20C, LLC between the boarding meetings of 8 December 2015 and 7 January 2016. As quoted from 7 January
> 2016 Meeting notes:
> 
> Discussion of when to launch.
> 
> Aaron clarified a contract with 20C, LLC will be completed before launch. Proposal of March 1st, 2016 with announcement to be made by admins as soon as logical. Matt is
> comfortable with the schedule from a coding and release perspective. No motion made, but also no objections to the schedule. Matt and the admins will drive.
> 
> It's important to note that at this point, no conflict of interest was expressed in the board meeting notes, further to that conflict of interest declarations from the
> directors and Secretary/Treasurer were not received until 2 December 2016, nearly a full year after the immaterial contract was agreed to.
> 
> The contract with 20C, LLC was executed prior to 6 April 2016 Board Meeting, without a board vote. While I understand this may be with-in the Chair's powers and
> responsibilities, such a large contract, representing a majority of PeeringDB's funds should have full board oversight and approval. Given the relationship between a board
> member and 20C, LLC, from an external party this could appear as an impropriety. 
> 
> As such, as part of this transparency request, I'd like for the following information to be disclosed:
> 
> 1) PeeringDB's financial controls policy.
> 2) Confirmation that the impacted board member abstained from discussion and votes relating to procurement of PeeringDB software and ongoing maintenance contracts. 
> 
> Appropriate disclosure and a statement from the board can hopefully close this issue. 
> 
> I thank the Board and Stewards for their time tonight and everyones devotion to PeeringDB.
> -- 
> Tom