[PDB Gov] PeeringDB Term Limits Proposed Bylaws Revision

[Chris Caputo]

Members,

As indicated in recent PeeringDB Board Meeting minutes up at:

  https://docs.peeringdb.com/gov/#board-meetings

there has been discussion of term limits for PeeringDB Board members. 
Consensus seems to be that a term limit of 10 consecutive years (five 
2-year terms) would be good for the organization.

With that background in mind, the Board has asked that I share the 
following Bylaws amendment proposal with you, for the purposes of 
gathering member feedback prior to a vote on the amendment by the Board at 
a future Board Meeting.

The current PeeringDB Bylaws are at:

  https://docs.peeringdb.com/gov/legaldocs/2015-12-08_PeeringDB_Bylaws.pdf 

Per Article 7 "Amendments", the relevant Article 3 "Board of Directors", 
may be adopted by a vote of a majority of the number of Directors in 
office.

In the Section "3.4 Election of Directors" the proposal is to add a 
Section 3.4.3 as follows:

 +++ "3.4.3 Eligibility.": "No person shall be elected by the members to 
 +++ the Board of Directors more than five times over the course of eleven 
 +++ consecutive Director elections, not including the initial 2015 
 +++ election."

The effect of not including the initial 2015 election, which happened 
prior to incorporation as a non-profit, is that the two Board members who 
would otherwise be affected by this new language (Aaron Hughes and Job 
Snijders), would still have the option to run in the 2024 election.

Here is how this would play out for a Director named Foo over the course 
of several annual elections:

 - 01 2016 Election: Foo elected to a 2 year term
 - 02 2017 Election
 - 03 2018 Election: Foo elected to a 2 year term
 - 04 2019 Election
 - 05 2020 Election: Foo elected to a 2 year term
 - 06 2021 Election
 - 07 2022 Election: Foo elected to a 2 year term
 - 08 2023 Election
 - 09 2024 Election: Foo elected to a 2 year term
 - 10 2025 Election
 - 11 2026 Election: Foo blocked from running
 - 01 2027 Election: Foo elected to a 2 year term
 - 02 2028 Election
 - 03 2029 Election: Foo elected to a 2 year term
 - 04 2030 Election
 - 05 2031 Election: Foo elected to a 2 year term
 - 06 2032 Election
 - 07 2033 Election: Foo elected to a 2 year term
 - 08 2034 Election
 - 09 2035 Election: Foo elected to a 2 year term
 - 10 2036 Election
 - 11 2037 Election: Foo blocked from running
 - 01 2038 Election: Foo elected to a 2 year term
 - [...]

So the end result is that a person can serve for 10 years, but then gets a 
forced 1 year gap as far as elections go.

NOTE: The use of the word "members" in the proposal means this does not 
prevent a Board of Directors from filling a vacancy with whoever they like 
per the existing Bylaws.

Inspiration for how to word the amendment was drawn from how the United 
States limits its Presidents to two terms: "No person shall be elected to 
the office of the President more than twice, [...]".

The Board welcomes feedback for and against this proposal. Feedback can be 
shared on this list, or to myself to pass onto the Board, or directly to 
the exclusive Board list board at lists.peeringdb.com, or via email to 
individual Board members detailed at:

  https://docs.peeringdb.com/gov/#board-of-directors

As of today, no date has been set for a Board Meeting to decide this 
matter.

Thank you,
Chris Caputo
PeeringDB Secretary/Treasurer