amendment proposal for the Article of association

Dear members of the RIPE NCC, as you probably know, there are more than 8.000 members in the RIPE NCC association. There are a lot of us. Members of the association can discuss things regarding the activity of association on General Meetings two times yearly. According to the Article of Association (AoA), the Agenda of GM has been performed by executive board. There are some obligative things to be included in the Agenda (elections, budget, charging scheme etc), and some things can be discussed upon proposal of the EB. Another possiblity to put some things into Agenda is the request of association members. Currently at least 2% of members should vote for adding items into Agenda. Respective to the total number of members this means that _160_ LIRs should ask the EB to discuss something that is not included in the Agenda. From my opinion that is too much. No more than 250-300 members are usually attending GM, even with the electronic voting. And 2% threshold means ~50% of active members, so there is no possibility to raise any question to the GM level. And this is the reason for my proposal: to change the threshold in the section 15.6 of AoA to 0.3% or to 30 or 40 members. Any suggestions? Appendix: Article 15 of AoA Article 15 – General Meeting: Convocations. Agenda. Resolutions 15.1 The Executive Board shall send the convocations for the General Meeting, including the agenda containing the subjects for the General Meeting, a URL to the verbatim text of the proposed resolutions and, if applicable, the draft Activity Plan and draft budget, to the Members at least four weeks before the Meeting. In the event the Executive Board does not have full authority under paragraph 10.1 of these Articles of Association, the authority to convoke a meeting shall be vested in the Management Team. 15.2 General Meetings shall be convened by the Executive Board by e-mails sent to the e-mail addresses as recorded in the Register (see article 5). 15.3 The agenda for the Annual Meeting shall include the following subjects: a. the adoption of the Financial Report; b. the discharge of the Executive Board with regard to its actions as they appear from the Annual Report; c. the filling of any vacancies in the Executive Board. 15.4 The following subjects shall be placed on the agenda for the Annual Meeting or on the agenda for another General Meeting to be held in the same calendar year: a. a discussion of the draft Activity Plan and draft budget after a presentation by the Executive Board; b. the adoption of the Charging Scheme with respect to the coming financial year upon proposal of the Executive Board; c. a discussion of the policy and the quality of services (to be) rendered by the Association. 15.5 If applicable, the agenda for the Annual Meeting or another General Meeting shall also include the following subjects: a. the extension of the period within which the Executive Board shall submit the Annual Report (as referred to in paragraph 14.2), which shall also constitute an extension of the period within which the Annual Meeting - at which the Annual Report is to be submitted - shall be held; b. the filling of any vacancies in the Executive Board; c. upon proposal by the Executive Board: adoption of amendments to the Standard Service Agreement; d. upon proposal by the Executive Board: approval of new arbiters and/or dismissal of current arbiters and/or adoption of amendments to the arbitration procedure; e. other proposals and/or discussion points put forward by the Executive Board or (a group of) Members of the Association (pursuant to paragraph 15.6) and announced in the convocation for the Meeting. 15.6 On the written application of a group of Members who are jointly entitled to cast at least two percent (2%) of the total number of possible votes, other subjects will be added to the agenda. Such an application, accompanied by the verbatim text of the resolutions proposed by the said Members, shall have to be sent to the Executive Board at least two weeks before the Meeting. The Executive Board shall immediately send the verbatim text of the resolutions proposed by the said Members to all the Members of the Association. 15.7 The General Meeting may only vote on resolutions with respect to subjects for which the verbatim text of the related proposed resolutions has been sent to the Members in the manner set out above. 15.8 On the written application of a group of Members who are jointly entitled to cast at least one-tenth (10%) of the total number of possible votes, the Executive Board shall convene a General Meeting within a period of four weeks. If the application has not been complied with within fourteen days, the applicants may then proceed to convene the Meeting themselves in the manner in which the General Meeting is convened by the Executive Board. 15.9 As long as all the Members of the Association are present or represented at a General Meeting, (legally) valid resolutions can be passed on all subjects brought up for discussion, even if the formalities prescribed by law or by these Articles of Association for the convocation and holding of Meetings have not been complied with, provided such resolutions are passed unanimously. -- Kind regards, sergey myasoedov

Hi,
From my opinion that is too much. No more than 250-300 members are usually attending GM, even with the electronic voting. And 2% threshold means ~50% of active members, so there is no possibility to raise any question to the GM level.
I'd rather increase the level of participation such that 2% of the members is not of the same order of magnitude as the number of members that cast a vote. However, stepping outside of the ivory tower...
And this is the reason for my proposal: to change the threshold in the section 15.6 of AoA to 0.3% or to 30 or 40 members.
I am slightly worried that leaves the agenda open to hijacking. I am sure that, whilst not often, sometimes there have been people with close to that number of proxy votes in the past. How would we avoid a DoS (Denial of Social event) attack on a Wednesday evening? I could of course be worrying over nothing, and perhaps it is a sacrifice that needs to be made. Having said that, I would rather see the direct member suggestion of agenda items be left to significant events, ones that can get sufficient backing. The more usual route would be to ask the Executive Board to place items on the agenda -- either through this list or through direct lobbying of the EB. We vote the board in as our representatives, and we should only really need to manipulate the agenda directly if we don't feel the EB is doing that. That should be a rare event. All the best, Rob

On Tue, Mar 27, 2012 at 09:41:05PM +0100, Rob Evans wrote:
I am slightly worried that leaves the agenda open to hijacking. I am sure that, whilst not often, sometimes there have been people with close to that number of proxy votes in the past. How would we avoid a DoS (Denial of Social event) attack on a Wednesday evening? I could of course be worrying over nothing, and perhaps it is a sacrifice that needs to be made.
Democracy > drinking at the end of the day... The proxy attach could conceivably be thwarted by requiring n individual members - they could possibly register their support for an agenda item ahead of the actual AGM.
Having said that, I would rather see the direct member suggestion of agenda items be left to significant events, ones that can get sufficient backing. The more usual route would be to ask the Executive Board to place items on the agenda -- either through this list or through direct lobbying of the EB. We vote the board in as our representatives, and we
Do Not Like. This harbours the possibility of a "golden circle" of "Friends Of The Board" with access vs those who don't have that access. I've seen that in national politics often enough. rgds, Sascha Luck

On 27 mar 2012, at 20:07, sergey myasoedov wrote:
Currently at least 2% of members should vote for adding items into Agenda. Respective to the total number of members this means that _160_ LIRs should ask the EB to discuss something that is not included in the Agenda.
From my opinion that is too much. No more than 250-300 members are usually attending GM, even with the electronic voting. And 2% threshold means ~50% of active members, so there is no possibility to raise any question to the GM level.
And this is the reason for my proposal: to change the threshold in the section 15.6 of AoA to 0.3% or to 30 or 40 members.
Any suggestions?
I actually prefer to keep it the way it is. The 2% is referring to the total number of eligible votes, not to the number of people attending the AGM. 2% is actually a very low threashold, and lowering the bar further risks launching a DDoS on the AGM, which we don't need. The primary means of influencing the direction of the association as a member is through the elections to the RIPE NCC board. Not through launching agenda items on to the AGM agenda. Keep as is! Best regards, - kurtis - --- Kurt Erik Lindqvist, CEO kurtis@netnod.se, Direct: +46-8-562 860 11, Switch: +46-8-562 860 00 Franzéngatan 5 | SE-112 51 Stockholm | Sweden

Hi all,
On 27 mar 2012, at 20:07, sergey myasoedov wrote:
Currently at least 2% of members should vote for adding items into Agenda. Respective to the total number of members this means that _160_ LIRs should ask the EB to discuss something that is not included in the Agenda.
From my opinion that is too much. No more than 250-300 members are usually attending GM, even with the electronic voting. And 2% threshold means ~50% of active members, so there is no possibility to raise any question to the GM level.
And this is the reason for my proposal: to change the threshold in the section 15.6 of AoA to 0.3% or to 30 or 40 members.
Any suggestions?
I actually prefer to keep it the way it is. The 2% is referring to the total number of eligible votes, not to the number of people attending the AGM. 2% is actually a very low threashold, and lowering the bar further risks launching a DDoS on the AGM, which we don't need. The primary means of influencing the direction of the association as a member is through the elections to the RIPE NCC board. Not through launching agenda items on to the AGM agenda.
Yes, there is a reason for such clauses. The right way to tackle the issue is to get active, inform more LIRs and encourage them to join the discussions/AGM/voting and if enough members share an idea, they will raise their voice. It's not a good idea to lower such thresholds so that even less members can decide upon such things. This can make the whole process too slow and complicated ("dDos"), we shouldn't go that way. -> If someone has some points to add, look for the member/LIR list, write some nice mails and make everyone aware of it (i hope i am not encouraging everyone to start spamming now... ) I'm sure if the idea is good, more than 2% will get active. 2% is really low.
Keep as is!
Same here. -- Mit freundlichen Grüßen / Kind Regards Sascha Lenz [SLZ-RIPE] Senior System- & Network Architect

I agree with kurtis on this. 2% of the eligible votes is very low already. /Nina -----Oprindelig meddelelse----- Fra: members-discuss-bounces@ripe.net [mailto:members-discuss-bounces@ripe.net] På vegne af Kurt Erik Lindqvist Sendt: 28. marts 2012 10:04 Til: sergey myasoedov Cc: members-discuss@ripe.net Emne: Re: [members-discuss] amendment proposal for the Article ofassociation On 27 mar 2012, at 20:07, sergey myasoedov wrote:
Currently at least 2% of members should vote for adding items into Agenda. Respective to the total number of members this means that _160_ LIRs should ask the EB to discuss something that is not included in the Agenda.
From my opinion that is too much. No more than 250-300 members are usually attending GM, even with the electronic voting. And 2% threshold means ~50% of active members, so there is no possibility to raise any question to the GM level.
And this is the reason for my proposal: to change the threshold in the section 15.6 of AoA to 0.3% or to 30 or 40 members.
Any suggestions?
I actually prefer to keep it the way it is. The 2% is referring to the total number of eligible votes, not to the number of people attending the AGM. 2% is actually a very low threashold, and lowering the bar further risks launching a DDoS on the AGM, which we don't need. The primary means of influencing the direction of the association as a member is through the elections to the RIPE NCC board. Not through launching agenda items on to the AGM agenda. Keep as is! Best regards, - kurtis - --- Kurt Erik Lindqvist, CEO kurtis@netnod.se, Direct: +46-8-562 860 11, Switch: +46-8-562 860 00 Franzéngatan 5 | SE-112 51 Stockholm | Sweden

+1, I can't imagine a lesser value for this. Dave. On 28/03/2012 10:58, "Nina Hjorth Bargisen" <NIHB@tdc.dk> wrote:
I agree with kurtis on this. 2% of the eligible votes is very low already.
/Nina
-----Oprindelig meddelelse----- Fra: members-discuss-bounces@ripe.net [mailto:members-discuss-bounces@ripe.net] På vegne af Kurt Erik Lindqvist Sendt: 28. marts 2012 10:04 Til: sergey myasoedov Cc: members-discuss@ripe.net Emne: Re: [members-discuss] amendment proposal for the Article ofassociation
On 27 mar 2012, at 20:07, sergey myasoedov wrote:
Currently at least 2% of members should vote for adding items into Agenda. Respective to the total number of members this means that _160_ LIRs should ask the EB to discuss something that is not included in the Agenda.
From my opinion that is too much. No more than 250-300 members are usually attending GM, even with the electronic voting. And 2% threshold means ~50% of active members, so there is no possibility to raise any question to the GM level.
And this is the reason for my proposal: to change the threshold in the section 15.6 of AoA to 0.3% or to 30 or 40 members.
Any suggestions?
I actually prefer to keep it the way it is. The 2% is referring to the total number of eligible votes, not to the number of people attending the AGM. 2% is actually a very low threashold, and lowering the bar further risks launching a DDoS on the AGM, which we don't need. The primary means of influencing the direction of the association as a member is through the elections to the RIPE NCC board. Not through launching agenda items on to the AGM agenda.
Keep as is!
Best regards,
- kurtis -
--- Kurt Erik Lindqvist, CEO kurtis@netnod.se, Direct: +46-8-562 860 11, Switch: +46-8-562 860 00 Franzéngatan 5 | SE-112 51 Stockholm | Sweden
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On Tuesday, March 27, 2012 08:07:09 PM sergey myasoedov wrote:
Dear members of the RIPE NCC,
as you probably know, there are more than 8.000 members in the RIPE NCC association. There are a lot of us.
Members of the association can discuss things regarding the activity of association on General Meetings two times yearly. According to the Article of Association (AoA), the Agenda of GM has been performed by executive board.
There are some obligative things to be included in the Agenda (elections, budget, charging scheme etc), and some things can be discussed upon proposal of the EB. Another possiblity to put some things into Agenda is the request of association members.
Currently at least 2% of members should vote for adding items into Agenda. Respective to the total number of members this means that _160_ LIRs should ask the EB to discuss something that is not included in the Agenda.
From my opinion that is too much. No more than 250-300 members are usually attending GM, even with the electronic voting. And 2% threshold means ~50% of active members, so there is no possibility to raise any question to the GM level.
given your problem statement, i'd like to ask how often agenda items are dropped because they do not reach the limit of 2%? and how many of them do reach 0.3%? basically i'd like to know how big the problem is now, and how much smaller it would become, if your proposal would be implemented. thanks kind regards Thilo -- Thilo Bangert parknet.dk

Hi, You wrote Wednesday, March 28, 2012, 11:10:17 AM:
given your problem statement, i'd like to ask how often agenda items are dropped because they do not reach the limit of 2%? and how many of them do reach 0.3%?
Please remember the charging scheme discussion. There were some good ideas that were "taken into account" by the board, but finally board has prepared a terrible charging scheme. Members do not have any ways to request the information from the board as well. The proposed amendment will realize such way. I don't offer to change the "majority rule" principle, but RIPE NCC is not a ~2000 members association like in old good times. Some voices could not be heard in the majority. -- Kind regards, sergey myasoedov

Hi,
You wrote Wednesday, March 28, 2012, 11:10:17 AM:
given your problem statement, i'd like to ask how often agenda items are dropped because they do not reach the limit of 2%? and how many of them do reach 0.3%? In my entire time on the board I can't ever remember an agenda item having been proposed, let alone dropped. I'm pretty sure that if there was an item that needed discussing and it came to the attention of the board we'd raise it. We are here to represent you, but despite our many sterling qualities we're not mind-readers. Talk to us. We very seldom bite (well, Remco does, but we've got a muzzle for him). Please remember the charging scheme discussion. There were some good ideas that were "taken into account" by the board, but finally board has prepared a terrible charging scheme. Well, "terrible" is a little bit over the top, I think. A number of
On 28/03/2012 11:09, sergey myasoedov wrote: people told me after the meeting that they had no real objections to the principles of the proposed charging scheme but that because it raised their costs and it was late in the year they had to vote against it. However, we now have a charging scheme task force. Let's see what principles they come up with.
Members do not have any ways to request the information from the board as well. The proposed amendment will realize such way.
The simplest way to request information from the board is to ask them. My email address is a matter of public record (and is at the top of this email) and there is also a list for sending email direct to the board (exec-board@ripe.net).
I don't offer to change the "majority rule" principle, but RIPE NCC is not a ~2000 members association like in old good times. Some voices could not be heard in the majority.
I think that you'll find that the board listens to everything that the members say. You may not get a direct reply, particularly if it is said in the course of a discussion on this list, but be assured that we are listening. And as I say, my email address, and most of the rest of the board too are matters of public record. Nigel Chairman RIPE NCC Board

On 27/03/2012 19:07, sergey myasoedov wrote:
From my opinion that is too much. No more than 250-300 members are usually attending GM, even with the electronic voting. And 2% threshold means ~50% of active members, so there is no possibility to raise any question to the GM level.
And this is the reason for my proposal: to change the threshold in the section 15.6 of AoA to 0.3% or to 30 or 40 members.
I think that the 2% limit is about the right level for something to be "forced" onto the agenda. Is the issue that you want to add things to the agenda and you're assuming that this is the only route? Have you spoke to the EB about this? If that's the case maybe creating a process for the EB to consider motions with a lower submission threshold might be more appropriate (if there isn't one already)? The EB could be free to amend or reject any suggestion as they see fit and if the EB decide not to progress it you can always follow the direct route above. J -- James Blessing +44 7989 039 476 Strategic Relations Manager, EMEA Limelight Networks

On Wed, Mar 28, 2012 at 11:13:00AM +0100, James Blessing wrote:
I think that the 2% limit is about the right level for something to be "forced" onto the agenda.
Could someone clarify whether this means 2% of all members or 2% of those who have registered for the GM? If the former, this may never be possible to achieve - at RIPE63, the turnout for even a contentious issue as RPKI was below 5% of membership. Over 95% of the membership don't even bother to vote, they are not likely to participate in an agenda battle. If it is the latter, the threshold may even be too low to prevent hi- jacking (for the same reason).
If that's the case maybe creating a process for the EB to consider motions with a lower submission threshold might be more appropriate (if there isn't one already)? The EB could be free to amend or reject any suggestion as they see fit and if the EB decide not to progress it you can always follow the direct route above.
I think this is the current situation and may be acceptable if there were transparency as to who proposed which items and how such proposals were disposed of... rgds, Sascha Luck

On 28/03/2012 11:35, Sascha Luck wrote:
On Wed, Mar 28, 2012 at 11:13:00AM +0100, James Blessing wrote:
I think that the 2% limit is about the right level for something to be "forced" onto the agenda.
Could someone clarify whether this means 2% of all members or 2% of those who have registered for the GM? If the former, this may never be possible to achieve - at RIPE63, the turnout for even a contentious issue as RPKI was below 5% of membership.
This is 2% of the "current" membership
Over 95% of the membership don't even bother to vote, they are not likely to participate in an agenda battle.
All you need to do is canvas 2% to support adding it to the agenda, it then becomes a normal process as if the EB had added it to the agenda
If that's the case maybe creating a process for the EB to consider motions with a lower submission threshold might be more appropriate (if there isn't one already)? The EB could be free to amend or reject any suggestion as they see fit and if the EB decide not to progress it you can always follow the direct route above.
I think this is the current situation and may be acceptable if there were transparency as to who proposed which items and how such proposals were disposed of...
Agree with the transparency part. J -- James Blessing +44 7989 039 476 Strategic Relations Manager, EMEA Limelight Networks

Dear James, You wrote Wednesday, March 28, 2012, 12:13:00 PM:
Is the issue that you want to add things to the agenda and you're assuming that this is the only route? Have you spoke to the EB about this?
Yes I have.
If that's the case maybe creating a process for the EB to consider motions with a lower submission threshold might be more appropriate (if there isn't one already)? The EB could be free to amend or reject any suggestion as they see fit and if the EB decide not to progress it you can always follow the direct route above.
I will be happy if such procedure will be created, but currently EB is like a black box: they prefer not to disclose "excessive" information. I am convinced: there should be a way to request an information from the board like from the government. And this definitely should not be a private talk to EB member. -- Kind regards, sergey myasoedov
participants (10)
-
David Freedman
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James Blessing
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Kurt Erik Lindqvist
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Nigel Titley
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Nina Hjorth Bargisen
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Rob Evans
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Sascha Lenz
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Sascha Luck
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sergey myasoedov
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Thilo Bangert