[PDB Gov] Risk of excessive DE-CIX influence on PeeringDB

Tue Apr 14 18:42:16 UTC 2026

If the existing bylaws can both support and enforce this approach, I like it: no need to change the slate at the last minute (which could have unknown externalities), and the “conflicting” candidates willing to effectively recuse themselves but by means of a runoff/by-election.
As to the externality, the one I’m imagining is where my director gives me time and supports my run for the board, only to not even see my name on the slate – then what was that time for, did I mislead my employer, etc.
Any future modifications to the bylaws then ought to:
  (a) support a mechanism such as Yolandi proposes in cases of potential conflict, and/or
  (b) also prevent possibly-conflicting individuals from even running at the same time, and/or
  (c) enforce a mechanism where if a board member later introduces a persistent conflict (e.g. by changing employer) then they must resign and a by-election would be triggered.

-Adam (offering my own opinions and not speaking on behalf of my employer)

Adam Thompson
Consultant, Infrastructure Services
[MERLIN]
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Winnipeg, MB R3T 6A8
(204) 977-6824 or 1-800-430-6404 (MB only)
💻https://www.merlin.mb.ca
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From: Pdb-gov <pdb-gov-bounces at lists.peeringdb.com> On Behalf Of Yolandi Cloete via Pdb-gov
Sent: Tuesday, April 14, 2026 1:23 PM
To: Andrew Owens <andrew at teraco.co.za>
Cc: pdb-gov at lists.peeringdb.com; Chris Caputo <ccaputo-dated-1786555296.35791c at alt.net>; Chris Caputo <ccaputo at alt.net>
Subject: Re: [PDB Gov] Risk of excessive DE-CIX influence on PeeringDB

Dear All,

I agree with the concerns that have been raised.

May I propose that we remain on the list of candidates for voting? While the likelihood of both of us being the top two candidates is quite low, should that occur, the bylaws (as Barry has noted) require that any decisions made by directors must carry a majority vote.
I would also propose formalising a bylaw to prevent future instances where affiliated members occupy multiple seats (as proposed by Chris), following the guidance from the rules shared by Thomas.

Alternatively for this round of voting, if it so happens that the two of us are the top two voted candidates, we could hold a second round of voting in which members vote for only one of us. The second seat should be awarded to the third‑highest‑voted candidate.

I would greatly appreciate a fair chance to stand for the seat, and thank you for your consideration.

On Tue, Apr 14, 2026 at 8:07 PM Andrew Owens via Pdb-gov <pdb-gov at lists.peeringdb.com<mailto:pdb-gov at lists.peeringdb.com>> wrote:
Article 3 contains very few limitations. @Chris Caputo<mailto:ccaputo-dated-1786555296.35791c at alt.net> - Agree with the proposal, though "affiliate" needs to be clearly defined.

@Owen - Yolandi (Not Yolanda).

Andrew Owens, Interconnection and Peering  |  Teraco Data Environments (Pty) Ltd.

Mobile: +27 (0) 71 683 5913  |  Phone: +27 (011) 573-2800

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________________________________
From: Pdb-gov <pdb-gov-bounces at lists.peeringdb.com<mailto:pdb-gov-bounces at lists.peeringdb.com>> on behalf of Chris Caputo via Pdb-gov <pdb-gov at lists.peeringdb.com<mailto:pdb-gov at lists.peeringdb.com>>
Sent: Tuesday, 14 April 2026 19:21
To: pdb-gov at lists.peeringdb.com<mailto:pdb-gov at lists.peeringdb.com> <pdb-gov at lists.peeringdb.com<mailto:pdb-gov at lists.peeringdb.com>>
Cc: Chris Caputo <ccaputo at alt.net<mailto:ccaputo at alt.net>>
Subject: Re: [PDB Gov] Risk of excessive DE-CIX influence on PeeringDB

Barry, good point about 2.3.2.

Bylaws:

https://docs.peeringdb.com/gov/legaldocs/2026-01-14_PeeringDB_Bylaws.pdf

section "3.3 Qualifications" could be revised as follows.

Current:

- Directors may be any person who is elected by a majority vote of all
members entitled to vote. Directors may have such other qualifications
as the Board may prescribe by amendment to these Bylaws.

Proposed:

- Using the definition of "affiliate" from section 2.3.2 of these
Bylaws, Directors may not be an affiliate of another Director. Other
than that, Directors may be any person who is elected by a majority
vote of all members entitled to vote. Directors may have such other
qualifications as the Board may prescribe by amendment to these
Bylaws.

For reference:

- 2.3.2 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.

Chris

On Tue, 14 Apr 2026, Barry O'Donovan via Pdb-gov wrote:
> This discussion needs to be decoupled from the candidates, as I’d
> happily give either my vote.
>
> This is simply a matter of good (corporate) governance: there should be
> a limit of one on people serving as directors from the same
> organisation.
>
> As it stands, bylaw 2.3.2 prevents members who are affiliated with each
> other having more than one vote. It surely then makes no sense to have
> two directors from the same org 🤷‍♂️
>
>  - Barry

--
Yours Sincerely,
Yolandi Cloete

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