[arin-discuss] No quorum in last election

[Ted Mittelstaedt]

>-----Original Message-----
>From: Dean Anderson [mailto:dean at av8.com]
>Sent: Friday, February 01, 2008 1:58 PM
>To: Ted Mittelstaedt
>Cc: arin-discuss at arin.net
>Subject: RE: [arin-discuss] No quorum in last election
>
>
>On Fri, 1 Feb 2008, Ted Mittelstaedt wrote:
>
>> >Where did you get this list of people?
>>
>> The Tooth Fairy visited me and told me that 990 of the names are
>fraudulent
>> paper companies installed by the Taliban.
>
>Ah. I wouldn't have guessed this in a million years. The "Tooth Fairy"
>isn't a credible source.
>
>> >Merely being in bankruptcy or having ceased network operations doesn't
>> >terminate membership.
>>
>> No, but bankruptcy laws require that the organization in bankruptcy
>> supply the contact name of someone who can bring the business to an
>> orderly closure.
>
>Given your above source, I hesitate to respond further.  But I've been
>meaning to propose changes to the NPRM on bankruptcy, and it is clear
>that many people seem to misunderstand bankruptcy. Bankruptcy doesn't
>necessarilly lead to closure, orderly or otherwise. Bankruptcy is a
>legal procedure where creditors are _prevented_ from seizing assets and
>thereby shutting down or interrupting the business until a court
>approves.  Creditors can also seek to impose bankruptcy to obtain court
>supervision.
>
>The outcome of various chapters of bankruptcy depends on the chapter of
>law and lots of other factors, and can be credit reorganization, partial
>liquidation, complete liquidation, etc.  A business in bankruptcy still
>exists as a legal entity, and can still exercise its membership rights
>in ARIN. A business cannot cease to exist until _after_ it has exited
>bankruptcy, since it is under court supervision.

ALl of that is correct however...

>So your premise is
>entirely faulty.
>

No.  Your explanation isn't complete.  When a business enters bankruptcy
the court-supervised entity that oversees the bankruptcy is _supposed_ to
extract the money necessary to fund itself before the creditors get paid.
But sometimes in the case of liquidation, years after the creditors are paid
and the bankruptcy is for most intents and purposes completed, the money
funding it runs out, the supervisor (usually a law firm) decides it is no
longer profitable to oversee it - and then stops responding to any queries
regarding the liquidated business unless they are compelled to do so by a
court order.  This is particularly the case when the business owners have
lost significant sums and, wishing to escape further demands on what money
they have left, flee the country.

Your assuming that all bankruptcies are carried out with every party
honoring their legal obligations for notification and response to
operations queries, etc.  This isn't the reality.

Naturally as bankruptcy is a bad thing we would all like to see it used
for it's intended purpose - reorganization so the company can get
back on it's feet, and continue on.  However, these bankruptcies are not
the issue with the membership list and I think you know this and are
conveniently ignoring it.

And, furthermore your entirely ignoring that the majority of business
failures simply don't end up in bankruptcy.  Most simply close their doors,
pay off their creditors, and the owners disappear into the night never to
be heard from again.  If they haven't contacted ARIN and left a forwarding
address, or informed ARIN they are dissolving the organization, then
they are still going to be listed as a member.

The problem with the membership list is that until ARIN validates everyone
and everything on it, your count of members is worth exactly the same as
my count of 990 bogus members.

I will repeat - I believe 990 of the members on the roles are invalid and
bogus due to a wide variety of reasons - bankruptcies, business closings,
etc.  I am requesting ARIN validate all members on the list.  Until that is
done you have no grounds to claim ARIN is in violation of the law regarding
quorum because your assertion of this violation is utterly dependent on BOTH
the number of votes AND the number of legitimate members.

>> >> Suggestions to make changes to the bylaws are not appropriate at this
>> >> time.  Bylaw changes require an existing board, and since the
>> >> legitimacy of the existing board is at question, it cannot make bylaw
>> >> changes.
>> >
>> >Bylaw changes do not require a Board under the Virginia statute. The
>> >membership can vote bylaws in directly.
>>
>> Except as you have already pointed out not enough members are
>voting to make
>> any vote valid.  Thus that isn't an option.
>
>Err, wrong again. In the last election, not enough members _voted_ (past
>tense) to constitute a quorum.

Wrong.  You won't know this until all members on the list are validated.  If
ARIN validates the membership list and dscovers a minimum of 990 members on
the roles at the time of the election were not really members (because the
entities that made them up didn't exist any more) then the vote WAS valid
since the quorum was met.  It is not necessary to have another election.

Either way, I don't see any way ARIN can get out of contacting all members
on
the list.  ARIN can approach this either from my viewpoint - that the
membership
list is flawed - or from your viewpoint - that we need to re-vote.
Re-voting
WITHOUT contacting all members and reminding them they have to vote is
obviously
futile since we will just not meet quorum again.  So, the logical approach
is
to contact everyone on the membership list and update the contact info at
ARIN.
If in the course of doing this you find 990 members who don't exist anymore,
then
there's no need to bother with a re-vote.

> A new vote can be held with appropriate
>notice, per the law. If a quorum exists, the vote was valid.
>

Ted