[PDB Gov] PeeringDB Bylaws revision proposal

[Chris Caputo]

PeeringDB Members,

On Wednesday January 14th, the PeeringDB Board will be considering and 
potentially making a PeeringDB Bylaws revision.

The purpose of this revision is to change the scheduling of the annual 
meeting of the Directors to be in relation to the April Board of Directors 
election rather than in relation to the annual meeting of the Members. 
Additionally, since PeeringDB typically runs the election over the course 
of half a month, it clarifies that the election may or may not happen at 
the annual meeting of the Members.

The current bylaws:

  https://docs.peeringdb.com/gov/legaldocs/2024-05-18_PeeringDB_Bylaws.pdf

specify:

========

  - ARTICLE 2. MEMBERSHIP:

      - 2.4 Annual Meeting.

        - The annual meeting of the members shall be held in April of each 
          year for the purpose of electing Directors and transacting such 
          other business as may properly come before the meeting. The 
          annual meeting shall be held at such time and place as the Board 
          shall appoint.

  - ARTICLE 3. BOARD OF DIRECTORS:

      - 3.4.2 Successor Directors.

        - Successor Directors shall be elected for a term of two years 
          each, every other year at the annual meeting of members, or by 
          mail in such manner as the Board of Directors shall determine.

        - Director seats are numbered. Even numbered seats are open in 
          even numbered years, and odd numbered seats in odd numbered 
          years. Open seats may also be caused by vacancy. In an election, 
          the highest vote count receivers assume the longest term seats. 
          Ties are decided by random means by the Secretary in the 
          presence of the meeting attendees.

      - 3.6 Annual Meeting.

        - The annual meeting of the Board shall be held within thirty days 
          following the annual meeting of members for the purposes of 
          electing officers and transacting such business as may properly 
          come before the meeting.

========

Changes are proposed as follows:

========

--- 20240518_pdb_bylaws.txt
+++ pdb_bylaws_proposed.txt
@@ -3,7 +3,7 @@
       - 2.4 Annual Meeting.
 
         - The annual meeting of the members shall be held in April of each
-          year for the purpose of electing Directors and transacting such
+          year for the purpose of electing Directors or transacting such
           other business as may properly come before the meeting. The
           annual meeting shall be held at such time and place as the Board
           shall appoint.
@@ -13,8 +13,8 @@
       - 3.4.2 Successor Directors.
 
         - Successor Directors shall be elected for a term of two years
-          each, every other year at the annual meeting of members, or by
-          mail in such manner as the Board of Directors shall determine.
+          each, every other year in April at the annual meeting of members,
+          or in April in such manner as the Board of Directors shall determine.
 
         - Director seats are numbered. Even numbered seats are open in
           even numbered years, and odd numbered seats in odd numbered
@@ -26,6 +26,6 @@
       - 3.6 Annual Meeting.
         
         - The annual meeting of the Board shall be held within thirty days
-          following the annual meeting of members for the purposes of
+          following the annual Director election for the purposes of
           electing officers and transacting such business as may properly
           come before the meeting.

========

I have attached the following to aid in viewing the proposal and 
differences:

  20240518_pdb_bylaws.txt
  pdb_bylaws_proposed.txt
  pdb_bylaws_proposed_diff.txt

Feedback welcome to this list or myself or stewards at lists.peeringdb.com.

Thanks,
Chris
(retired secretary/treasurer)
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