[arin-discuss] No quorum in last election

[Dean Anderson]

[ARIN agrees that discussion to recall Board members, to conduct
investigations of ARIN expenditures, and to stop certain ARIN
expenditures does not violate the ARIN AUP.]

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.


But, from this, I am starting to see how NANOG was able to take control
of ARIN. A lack of participation in the membership made it possible for
a group of about 184 able to greatly influence elections where only
about 200 members participate.

The bylaws can be modified by the Board of Directors or the Membership.  
Bylaws passed by the members can be made unchangeable by the Board of
Directors.

One option open to ARIN members is to pass changes to the bylaws that
require a higher percentage of members to constitute a quorum. 

Another bylaw change I'd suggest is to require an independent Board of 
Directors. This recommendation was made by the Enron WorldCom Report, 
and adopted by the SEC for public corporations. It is probably a good 
idea for ARIN and other non-profits, as well.

Both bylaws should be unchangeable by the Board of Directors.

Dean Anderson
Av8 Internet, Inc



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