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

Tue Apr 14 20:01:22 UTC 2026

Welcome to the iterative process of updating Bylaws.  I've been going
through this with two other organizations I've been on the boards of, and
it's always a challenge.

Fundamentally, as others have already pointed out, the election underway
right now is controlled by the existing Bylaws, which provide no
constraints against the current situation.
Trying to ad-hoc a constraint that is not present in the Bylaws during the
election process is very clearly election interference, and any upstanding
organization should resist that temptation--while it may seem justified in
a particular case, if you allow it now, you have a very hard time
justifying not allowing it the next time someone wants to try to change the
election process midway through an election.

Identifying a weakness in an organization's Bylaws almost always comes
about through situations like this, where an edge condition is met, and
everyone looks at it and says "huh, we didn't expect that input from the
user" (or in this case "we didn't expect this slate of candidates to show
up").  It's debugging 101, and just as with code, once you find the
problematic edge condition, you update your code, rebuild, and try again.

In the case of PeeringDB, article 7 clearly delineates how the update to
the process needs to happen: a majority of the directors need to vote in
the affirmative on an amendment to Article 3.3.
Until that happens, requesting that candidates make "commitments" to the
membership as a qualification for letting them stay on the ballot is
disingenuous at best, and coercive at worst.

This is the bed we have made with these Bylaws.  We get to sleep in it, as
it is, until the Board proposes and votes in the affirmative to change the
Bylaws.
I will note that in other organizations I'm on the boards of, the Bylaws
are under the control of the voting members, *not* of the Board, and it
would be worthwhile for this organization to consider well what the
implications of having the bylaws under the control only of the Board are.
Right now, you have no legal ground for preventing the board from becoming
captive to a single entity, and even trying to argue that article 2.3.2
would prevent such a captive board from taking action (due to only having
'one vote' in collective) doesn't stop the board from taking action under
article 3.16, which explicitly states that

"Any action required or permitted to be taken at a meeting of the Board of
Directors may be accomplished *without a meeting or a vote* if one or more
written consents setting forth the action to be taken shall be signed by
all the directors and delivered to the Corporation for inclusion in the
Corporation's records as if it were the minutes of a meeting of the Board
of Directors. Action taken by the unanimous written consent is effective
when the last director signs the consent, unless the consent specifies a
later effective date. "  (emphasis mine)

With no vote needed, article 2.3.2 doesn't apply.  So, as the Bylaws
currently stand, even a captive Board, in which all Board members are
affiliated with each other, you can still have the Board taking effective
action under Article 3.16.

Now, I don't think Arnold or Yolanda, together or separately pose any
threat or risk to PeeringDB.  They're both *very* long-standing and
upstanding members of the community, and have shown that they have the best
interests of the open peering community at heart.

But I *do* think that this is a good time for the Board to consider
amending the Bylaws, and putting some better guard rails in place for the
future; and I think it would be wise for the organization to consider
taking the Bylaws out of the hands of just the board, and perhaps requiring
that a majority or supermajority approval vote of the Members be required
before an amendment to the Bylaws is put into effect.  Otherwise, you have
a clear situation where a captive board could be elected, and through
article 3.16 action immediately amend the bylaws to remove any restrictions
on their voting capabilities.

Just as when writing robust code, one should always think about the *worst
case* inputs that could be fed in at every step of the way and handle them
as gracefully as possible, when writing good Bylaws, one should always hope
for the best in the candidates, but prepare for the worst, and write
sufficient guard rails in place to limit the damage that could be done.

Certainly, at the very least, Article 7 should be amended to add Article 3,
along with Articles 6 and 7, to the list of Articles that require Member
approval.  Giving the Directors absolute power over the rules that control
them is an open invitation for abuse.  I also note there are no
restrictions placed on where or when the annual meeting is held, other than
being in April.  Requiring a quorum of 10% of the members in person or by
proxy in order for business to take place means that the Board can pick a
time and place for the annual meeting that is impossible for most of the
members to attend (think a ship at sea without internet access, in the
manner of early peering cruises), ensure that at least 10% of the voting
members have submitted proxy statements, and stack the deck when it comes
to voting at the meeting.  Good luck filing a proxy statement with the
Secretary at the last minute, if the board is incommunicado on a ship on
the wide ocean in the week leading up to the meeting.  ^_^;

Are these scenarios likely to happen?  No, not with the current membership;
we've been working hard for the benefit of the internet for so many years
(decades!) that it's against our DNA to think of hijacking and co-opting
the organization like this.

But part of writing good governance documents is looking deep into the
abyss each of us carries within us, and asking "if I had no morals, no
scruples holding me back, how could I warp and twist these rules in my
favor, to gain absolute control?"   And once having done so, the old adage
"Quis custodiet ipsos custodes?" comes to mind.  In most organizations
controlled by a Board of Directors, the Bylaws provide the function of
watching over the watchmen--and in order for them to be more than a
toothless tiger, they have to be under the control of the members, not of
the Board.

So, I apologize for my long and rambling thought exercise--but perhaps it
can provide a spark for a consideration of an amendment to the Bylaws to
ensure article 3 powers (and possibly even sections of Article 2) are moved
away from control of the Board, and into the hands of the Members, while
it's still possible.

Thanks!

Matt

On Tue, Apr 14, 2026 at 11:46 AM Andrew Owens via Pdb-gov <
pdb-gov at lists.peeringdb.com> wrote:

> But would that not be at odds with the "majority vote" ?
>
> If both are elected, there is no bylaw that forces either to concede. It
> comes down to that commitment.
>
> *Andrew Owens*, Interconnection and Peering  |  Teraco Data Environments
> (Pty) Ltd.
>
> Mobile: +27 (0) 71 683 5913  |  Phone: +27 (011) 573-2800
>
> *www.teraco.co.za*
>
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>
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>
> Please consider the environment before you print.
>
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>
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>
> ------------------------------
> *From:* Pdb-gov <pdb-gov-bounces at lists.peeringdb.com> on behalf of Chris
> Caputo via Pdb-gov <pdb-gov at lists.peeringdb.com>
> *Sent:* Tuesday, 14 April 2026 20:35
> *To:* Yolandi Cloete <yolandi at peeringdb.com>; Arnold Nipper <
> arnold at peeringdb.com>
> *Cc:* Chris Caputo <ccaputo at alt.net>; pdb-gov at lists.peeringdb.com <
> pdb-gov at lists.peeringdb.com>
> *Subject:* Re: [PDB Gov] Risk of excessive DE-CIX influence on PeeringDB
>
> On Tue, 14 Apr 2026, Yolandi Cloete wrote:
> > 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.
>
> Without restarting it completely, the election process conducted by
> PeeringDB can't really be altered while it is underway.
>
> That said, if neither you nor Arnold will withdraw from this election, one
> or both of you could make a public commitment that if both elected, one of
> you will not accept the election and thus defer to the next ranked choice
> candidate.
>
> Are you Yolandi willing to make that commitment?
>
> Is Arnold?
>
> Chris
>
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