Thank you Chris and the PeeringDB board for this detailed response. -Tom
On Wed, Mar 29, 2017 at 1:06 PM, Chris Caputo <[email protected]> wrote: > Tom, > > Regarding the omission from the January 7th, 2016 board meeting minutes > that director Matt Griswold is a principal at 20C, LLC: > > - all board members were well aware of director Griswold's involvement > with 20C, LLC and his involvement in the creation of the PeeringDB 2.0 > software, along with knowledge that one of the initial goals of > PeeringDB was to acquire the rights to the PeeringDB 2.0 software, so > that it could be launched. > > - while no motions were made regarding 20C, LLC at that meeting, it was > an oversight on my part to not clarify, for the community, in the > minutes that director Griswold is a principal at 20C, LLC. That said, > director Griswold's involvement with PeeringDB 2.0 was disclosed to > the community in the voter's guide for the 11/2015 election: > > http://docs.peeringdb.com/gov/misc/2015-11-14_election.html > > - subsequent board meeting minutes which mention 20C, LLC, starting with > the February 4th, 2016 meeting, include the disclosure: > > "[Director Matt Griswold is a principal at 20C, LLC.]" > > - two board meetings (February 4th and March 4th, 2016) took place, and > minutes were shared with pdb-gov, which disclosed to the community > that director Griswold is a principal at 20C, LLC and that the > President was in the process of establishing a contract with 20C, LLC. > > The PeeringDB Bylaws > (http://docs.peeringdb.com/gov/legaldocs/2015-12-08_PeeringDB_Bylaws.pdf) > empower the President of the organization as follows: > > "The President shall be the chief executive officer of the > Corporation, and, subject to the Board's control, shall supervise and > control all of the assets, business and affairs of the Corporation. > The President shall preside over meetings of the members and the > Board. The President may sign deeds, mortgages, bonds, contracts, or > other instruments, except when the signing and execution thereof have > been expressly delegated by the Board or by these Bylaws to some other > officer or agent of the Corporation or are required by law to be > otherwise signed or executed by some other officer or in some other > manner. In general, the President shall perform all duties incident to > the office of President and such other duties as are assigned to him > or her by the Board from time to time." > > > From the Board Meeting notes, an immaterial contract was reached with > > 20C, LLC between the boarding meetings of 8 December 2015 and 7 January > > 2016. > > I am not clear on your meaning of "immaterial contract". > > On December 30th, 2015 and January 5th, 2016, drafts of the non-profit > application to the IRS were shared with pdb-gov. Page 20 of the drafts > included: > > http://docs.peeringdb.com/gov/finances/2016-01-07_PeeringDB_ > Non_Profit_Filing.pdf > > - "Matt Griswold, Director: Mr. Griswold's company 20C, LLC will receive > approximately $100,000 one-time and approximately $2,000 per month for > software maintenance and development services." > > PeeringDB 2.0 launched on March 15th, 2016. The Software Acquisition > Agreement was executed on March 31st, 2016. The April 6th, 2016 board > meeting minutes were shared with pdb-gov and the gov.peeringdb.com website > on the same day and indicated: > > "20C, LLC Contract Updates. > > [Director Matt Griswold is a principal at 20C, LLC.] > > Aaron indicated the contract with 20C, LLC has been executed and the > first check has been cut. The PeeringDB 2.0 software is officially > assigned to PeeringDB. A maintenance contract is forthcoming. The > Product Development Committee will work on other contracts as needed." > > > 1) PeeringDB's financial controls policy. > > The finances are governed by the Bylaws. The Members elect the Board, and > the Board elects the Officers. The President is the chief executive and > may delegate financial tasks to the Treasurer. > > > 2) Confirmation that the impacted board member abstained from discussion > > and votes relating to procurement of PeeringDB software and ongoing > > maintenance contracts. > > Director Griswold participated in discussions regarding the procurement of > PeeringDB software. There were no votes relating to procurement of > PeeringDB software, since the Bylaws delegated that responsibility to the > President. The Board elected the President and the Board did nothing to > remove the responsibilities delegated by the Bylaws. > > The Board was re-elected in April 2016 after the above disclosures had all > been made public to pdb-gov and the gov.peeringdb.com web site. > > The PeeringDB Board has reviewed and approved this response. > > Respectfully, > Chris Caputo > PeeringDB Secretary/Treasurer > > On Tue, 28 Mar 2017, Tom Paseka wrote: > > Hello PeeringDB Board, Stewards and Governance Lists, > > I'd like to firstly thank the board work their work thus far and > bringing PeeringDB forward. > > > > The concerns being raised here, were also raised on the PeeringDB > Facebook page, a post which has since been deleted by an unknown source. A > partial screenshot of the thread > > has been attached for prosperity. This deletion of the post isn't the > concern here, however its deletion is disappointing. > > > > The issue I would like to ask the board for clarification on is contract > issued with 20C, LLC for procurement and maintenance of PeeringDB 2.0. This > software is a great step > > forward for PeeringDB and the Internet community in general, however > there are some uncertainties as to how this contract was reached. A board > member is principal at 20C, > > LLC. > > > > From the Board Meeting notes, an immaterial contract was reached with > 20C, LLC between the boarding meetings of 8 December 2015 and 7 January > 2016. As quoted from 7 January > > 2016 Meeting notes: > > > > Discussion of when to launch. > > > > Aaron clarified a contract with 20C, LLC will be completed before > launch. Proposal of March 1st, 2016 with announcement to be made by admins > as soon as logical. Matt is > > comfortable with the schedule from a coding and release perspective. No > motion made, but also no objections to the schedule. Matt and the admins > will drive. > > > > It's important to note that at this point, no conflict of interest was > expressed in the board meeting notes, further to that conflict of interest > declarations from the > > directors and Secretary/Treasurer were not received until 2 December > 2016, nearly a full year after the immaterial contract was agreed to. > > > > The contract with 20C, LLC was executed prior to 6 April 2016 Board > Meeting, without a board vote. While I understand this may be with-in the > Chair's powers and > > responsibilities, such a large contract, representing a majority of > PeeringDB's funds should have full board oversight and approval. Given the > relationship between a board > > member and 20C, LLC, from an external party this could appear as an > impropriety. > > > > As such, as part of this transparency request, I'd like for the > following information to be disclosed: > > > > 1) PeeringDB's financial controls policy. > > 2) Confirmation that the impacted board member abstained from discussion > and votes relating to procurement of PeeringDB software and ongoing > maintenance contracts. > > > > Appropriate disclosure and a statement from the board can hopefully > close this issue. > > > > I thank the Board and Stewards for their time tonight and everyones > devotion to PeeringDB. > > -- > > Tom > -- Tom
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