[PDB Gov] PeeringDB Transparency Request

[Tom Paseka]

Thank you Chris and the PeeringDB board for this detailed response.

-Tom

On Wed, Mar 29, 2017 at 1:06 PM, Chris Caputo <secretary at peeringdb.com>
wrote:

> 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
>



-- 
Tom
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