[arin-discuss] No quorum in last election

[John Curran]

Dean Anderson has posted a note concerning the past election. ARIN's legal counsel is reviewing the matter, and will respond as soon as practical, and likely by close of business  tomorrow.

/John

John Curran
Chairman
ARIN Board of Trustees

At 5:08 AM -0500 1/31/08, Dean Anderson wrote:
>[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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