[arin-discuss] No quorum in last election

[John Curran]

Mr. Anderson posted a claim that the recent election of two members
of the ARIN Board of Trustees was legally insufficient.

Mr. Anderson's post in part is repeated here:
>There was no quorum in (at least) last election of Board Members. At
>least 10% of membership is required by the Virginia Nonstock Corporation
>Act Section 13.1-849, in order to constitute a quorum.  A membership
>list of 2945 members therefore requires 295 votes to be cast. Only 196
>votes were actually cast, insufficient for a quorum. No quorum. No
>election. So, Paul Vixie and Bill Manning are not on the ARIN Board of
>Directors.  A new election must be held that has a quorum.

I am the Chairman of the ARIN Board of Trustees, and I am confident
that the procedures followed by ARIN are democratic and conducted in
accordance with the relevant Bylaws and Virginia law.

Mr. Anderson's argument is based on reference to Section 13.1-849 of
the Virginia Nonstock Corporation Act, which is entitled "quorum and
voting requirements for voting groups" and his reasoning on the words
of paragraph (A).  However, paragraph (D) of the same section
specifically carves out the election of directors.  Section 13.1-849(D)
directs you instead to Section 13.1-852(A) which states that:
"ŠUnless otherwise provided in the articles of incorporation, directors
are elected by a plurality of the votes cast by the members entitled to
vote in the election at a meeting at which a quorum is present." 
No percentage of membership is stated in Section 13.1-852 as a
requirement for quorum.  Mr. Anderson mistakenly reads the 10%
membership requirement from 13.1-849 into this gap.  That is in error. 
In fact, given that the legislature understood how to impose such a 10%
membership requirement, as is demonstrated in Section 13.1-849 as cited
by Mr. Anderson, the absence of that 10% membership requirement in
these other portions of the statute is compelling.

Further, the Virginia Nonstock Corporation Act Section 13.1-846(B)
allows, "When directors or officers are to be elected by members, the
Bylaws may provide that such elections may be conducted by mail."
Note that ARIN's Bylaws, Article VI, Section 4, paragraphs (g) and
(h) set forth the voting procedure for election of the Trustees.
Specifically, elections are conducted during a 7-day election period
electronically via the Internet, *not by an in-person meeting*, and
voting is open and available to all general members.  Because of this
electronic procedure, each member participates in the election
process, receiving four e-mail reminders to vote during the week that
the election takes place.  As every general member utilizes Internet
connectivity (which relates to the very purpose of this organization)
in interactions with ARIN, it has been our consistent position that all
general members "participate" in the election process regardless of
their physical location. (It is also worth noting that, as a corporate
law matter, the concept of "quorum" does not relate to the number
of votes cast at a meeting but rather the level of participation.
Corporate practice simply does not rely upon votes cast as the
method for determining whether quorum requirements have
been satisfied.)

Notwithstanding, in light of the topics raised, I believe it would
be helpful to put a placeholder to discuss voting procedures and
membership issues on the agenda of the ARIN Member Meeting
that will take place in Denver, Colorado on April 9, 2008.  At that
meeting, anyone who wants to raise a concern about modifying
the Articles or Bylaws to more explicitly describe the procedures
that we have consistently and democratically followed would be
welcome to raise that issue.  If Mr. Anderson disagrees with these
procedures and wishes to suggest even better ones, we would
welcome his input in person or via remote participation.

I've provided this brief response today for sake of timeliness;
additional legal and practical arguments undoubtedly apply here.

/John

John Curran
Chairman, ARIN Board of Trustees