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://docs.peeringdb.com/gov/legaldocs/2026-01-14_PeeringDB_Bylaws.pdf 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. ---
