[PDB Gov] non-member Directors [WAS: Risk of excessive DE-CIX influence on PeeringDB]

[John van Oppen]

I think this is a reasonable view for sure!

From: Pdb-gov <pdb-gov-bounces at lists.peeringdb.com> On Behalf Of Patrick Gilmore via Pdb-gov
Sent: Thursday, April 16, 2026 12:40 PM
Cc: pdb-gov at lists.peeringdb.com
Subject: [PDB Gov] non-member Directors [WAS: Risk of excessive DE-CIX influence on PeeringDB]

I do find it interesting that the Directors do not *need* to be associated with any Member organizations; there is no restriction on who can be voted in as a Director, allowing for the possibility that in the future, the Board of Directors could be entirely populated by people with no member affiliation to PeeringDB at all.

Just to give you an idea of what other organizations in the community do:

  *   Not to copy Martin, but ARIN solves this by making you a member if you are elected to the board (he says from first-hand knowledge).
  *   NANOG solves this by requiring you to be a member to be on the board. But the requirement to be a member is “pay $75”, so membership does not in any way guarantee a connection to the community.
  *   IXes typically require a port to be a member.

Etc., etc.

Personally I think it is fine to have a non-member on the board. Lots of people have deep knowledge but (e.g.) retired or changed jobs where they are no longer technically a member. For instance, I am certain you would garner a great many votes if you ran, Matt. The community can vote for members if they think not being a member is a problem.

--
TTFN.
patrick



On Apr 14, 2026, at 17:01, Matthew Petach via Pdb-gov <pdb-gov at lists.peeringdb.com<mailto:pdb-gov at lists.peeringdb.com>> wrote:


Hi Chris

Absolutely agree with you; someone earlier had suggested that since Directors can also be members, that section 2.3.2 *might* be argued to apply to votes being taken by the Board as well.  It's a weak claim, but one that could be made in the absence of clearer language.

I do find it interesting that the Directors do not *need* to be associated with any Member organizations; there is no restriction on who can be voted in as a Director, allowing for the possibility that in the future, the Board of Directors could be entirely populated by people with no member affiliation to PeeringDB at all.
I'm still mentally wrestling with whether or not that could be a strength, or a weakness in the Bylaws, though.   ^_^;;

Thank you for the clarification!

Matt


On Tue, Apr 14, 2026 at 1:19 PM Chris Caputo <ccaputo at alt.net<mailto:ccaputo at alt.net>> wrote:
Just a quick point of clarification that the Voting Rights mentioned in
section 2.3 apply to the Membership, not the Board.

Chris

On Tue, 14 Apr 2026, Matthew Petach wrote:
> 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.
[...]

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