Hi, I also support this change. The GPF is even stricter on affiliation, though it does not cover the marriage case: http://globalpeeringforum.org/wp-content/uploads/2025/12/GPF-2025-ByLaws.docx.pdf
Page 3: "All Affiliated Directors shall be ineligible to vote on any matter of the Corporation. The Affiliated Directors shall have thirty (30) days after the date they become Affiliated Directors to determine which one (1) Affiliated Director will remain on the Board of Directors and which others will resign." Greg -----Original Message----- From: Chris Caputo via Pdb-gov <[email protected]> Date: Wed, 27 May 2026 20:31:38 +0000 (UTC) To: Steven Feldman <[email protected]> Cc: Chris Caputo <[email protected]>, [email protected] Subject: Re: [PDB Gov] Proposed PeeringDB Bylaws amendment concerning Board affiliations Hi Steve, My belief, after discussion about this in the SeattleIX realm, is that it would be too big of a change to get worded in such a way to handle all of the edge cases and also more difficult to get successfully passed since it would require existing directors to place limits on themselves. There are also issues regarding confidentiality and disclosure in which a director may not be able to disclose an upcoming merger or acquisition, resulting in a conflict of fiduciary duties that may give rise to civil liability. (ie. a can of worms) Thus my belief is that the existing Conflict of Interest Policy (https://docs.peeringdb.com/gov/legaldocs/2015-12-08_PeeringDB_Conflict_of_Interest_Policy.pdf) and inherent ethics/disclosure/fiduciary responsibilities of existing directors would need to be sufficient until the end of their term. It is also possible for others on the board to remove a member if they believe an affiliation violates the wishes of the membership and the affiliated director does not step down on their own. For now, I believe we should limit this to elections & vacancies. All of the above said, if the consensus of the community is that the affiliation restrictions should also apply to existing directors, and the existing directors express openness to such an amendment, I'd be happy to supply draft language to help make it happen. Thanks, Chris On Wed, 27 May 2026, Steven Feldman wrote: > This amendment sounds reasonable to me. > > It doesn't say anything about directors becoming affiliated *during* their > terms (e.g. changing employers or getting married). Should that case be > considered? > > Steve > > On Wed, May 27, 2026 at 1:00 PM Chris Caputo via Pdb-gov < > [email protected]> wrote: > > > > > <External Email> > > > > > > Members, > > > > In light of PeeringDB's recent election in which there was a risk that a > > single entity could have two representatives on the Board with five seats, > > the below bylaws amendments are hereby proposed. > > > > For background, PeeringDB's Bylaws were based on the Seattle Internet > > Exchange's (SIX) Bylaws. The SIX just updated its bylaws with very similar > > changes, adapted below for PeeringDB. > > > > We welcome your support, questions, or concerns. > > > > Chris Caputo > > Jack Carrozzo > > Aaron Hughes > > Fredrik Korsbäck > > Christopher Malayter > > Stephen McManus > > Ben Ryall > > Bijal Sanghani > > Gaurab Upadhaya > > Theo Voss > > > > --- > > > > The current PeeringDB Bylaws are up at: > > > > > > https://urldefense.com/v3/__https://docs.peeringdb.com/gov/legaldocs/2026-01-14_PeeringDB_Bylaws.pdf__;!!CxwJSw!J-keiSXQIvdrfaM3ttpD_5VLcjkmzvDglITSSnMhm8A0A7YMMD-NK4-AJHlGdK9cixpbVyHSuzDvJ0UoE68AWCv1ZajNjnx_IQ$ > > > > The proposed revisions to these Bylaws are detailed below, in diff format. > > (A line starting with a "-" is to be removed, while a line starting with a > > "+" is to be added.) > > > > --- > > > > ARTICLE 3. BOARD OF DIRECTORS > > > > --- > > > > 3.4 Election of Directors > > > > 3.4.2 Successor Directors. > > > > Successor Directors shall be elected for a term of two years 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 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. > > > > +No person shall be a candidate for election while affiliated with a > > +sitting Director whose seat is not up for election in that year. A > > +candidate shall not be seated if any other candidate receiving a higher > > +vote count is affiliated with them; the seat shall pass to the next > > +eligible candidate under the election method in use. > > + > > +For purposes of this Article, two persons shall be deemed affiliated with > > +each other if one directly or indirectly controls the other, if they are > > +under common control, if they have an Affiliate in common, whether or not > > +such Affiliate is a member of the Corporation, or if they belong to the > > +same immediate family or household, as judged by the Secretary. > > > > --- > > > > 3.19 Vacancies. > > > > A vacancy in the position of Director may be filled by the affirmative > > vote of a majority of the remaining Directors. A Director so elected to > > fill a vacancy shall serve until the next annual meeting at which time > > the > > membership will vote on a Director to fill the unexpired term of his or > > -her predecessor in office if any. > > +her predecessor in office if any. A person who would be affiliated with > > +any sitting Director is not eligible to fill a vacancy under this section. > > > > --- > > >
