This is honestly the right answer, follow the bylaws and let members decide. If we (members) decide the bylaws should change that should happen formally with a proposal and vote not informally in this for one pair of candidates.
In this case both are qualified and it should be up to the members. Until there is formal policy we really should not be advocating like this in my mind, especially from members of the board. Again, if this is a problem (I’m not sure it is) we should be putting policies in place going forward not advocating for people to drop out right before the election. John From: Pdb-gov <[email protected]> On Behalf Of Yolandi Cloete via Pdb-gov Sent: Tuesday, April 14, 2026 11:23 AM To: Andrew Owens <[email protected]> Cc: [email protected]; Chris Caputo <[email protected]>; Chris Caputo <[email protected]> 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 <[email protected]<mailto:[email protected]>> wrote: Article 3 contains very few limitations. @Chris Caputo<mailto:[email protected]> - 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 www.teraco.co.za<https://www.teraco.co.za/> [Teraco | Africa‘s Data Centre]<https://www.teraco.co.za/> [Leaf] Please consider the environment before you print. Protect • Connect • Grow DISCLAIMER – https://www.teraco.co.za/legal/ [cid:[email protected]]<https://twitter.com/TeracoDC> [cid:[email protected]]<https://www.facebook.com/TeracoDC/> [cid:[email protected]]<https://www.linkedin.com/company/teraco-data-environments/> ________________________________ From: Pdb-gov <[email protected]<mailto:[email protected]>> on behalf of Chris Caputo via Pdb-gov <[email protected]<mailto:[email protected]>> Sent: Tuesday, 14 April 2026 19:21 To: [email protected]<mailto:[email protected]> <[email protected]<mailto:[email protected]>> Cc: Chris Caputo <[email protected]<mailto:[email protected]>> 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
