2012 NANOG Elections Summary + Results

Board of Directors Candidates

Proposed Bylaw Changes

Committee Candidates

Key Dates

Election Results


Board of Directors + Bylaw Amendments

General Elections took place October 21-23, 2012.


2012 Board of Directors: Terms Ending

Daniel Golding, Independent Consultant
Term ends: 2012 (10/31)

Patrick Gilmore*, Akamai Technologies
Term ends: 2012 (10/31)

Michael K. Smith, Edgecast Networks, Inc.
Term ends: 2012 (10/31)

*-Term limited


The following individuals were the 2012 Board of Directors candidates:

  • Majdi Salah Abbas, Conviva, Inc.
  • Steven Feldman, CBS Interactive
  • Daniel Golding, Independent Consultant
  • Misako Manca, SoftLayer
  • David Siegel, Level 3 Communications
  • Michael Smith, Edgecast Networks, Inc.

Proposed Bylaw Changes

Summary:

It has become apparent that cleaning up and simplifying the NANOG Bylaws will be a long-term project, more than can be accomplished in a single election cycle. The proposed amendments below are intended as the first in a series to accomplish those goals, to fix a few outstanding issues and to provide a framework for future improvement.

This page lists three (3) proposed Bylaws amendments for the October 2012 NANOG Election, to be held during NANOG56. The amendments will be presented at the NANOG56 Community Meeting, Sunday, October 21st, beginning at 5:30 PM, CST. The community will have an opportunity to discuss the proposed amendment at the meeting.

The three (3) amendments that have been proposed are:

  1. Interim Elections: Allows the membership to vote to enact bylaws amendments in between the annual elections.
  2. Board Meetings: Changes the advance notice requirement to 7 days for board meetings held by conference call, allows for in-person board meetings.
  3. Restore Board Members and Officers Indemnification: Restores language inadvertently removed during a previous revision.

Amendment 1: Interim Elections

Proposed ballot text:

In section 14, replace the first sentence with:

Amendments to these bylaws may be enacted by a majority vote of eligible voters during an annual or interim election.

Replace section 14.1 with:

  • 14.1. Interim Elections
  • The Board of Directors may by majority vote call an interim election for the purpose of voting on bylaws amendments, to be held during any NANOG conference where an annual election is not scheduled. Interim elections shall be called and announced to the membership at least 60 days in advance, and shall be carried out using the procedures specified in section 8.4.

In section 8.7, replace all occurrences of "election" with "annual election".

Discussion:

The NANOG board is working to implement a comprehensive rewrite of the bylaws, in order to:

  • Simplify and clarify the document
  • Remove operational details from the bylaws, into separate policies and procedures documents
  • Ensure the continuation of NANOG's non-profit status

This has proven to be a large project, and the annual election cycle means that there would not be another chance for improvement for an entire year. Interim elections for bylaws amendments will provide an opportunity for incremental improvement.

This change also removes obsolete text which allowed to the board to enact temporary amendments during NANOG's first year of operation.

Markup:

(Additions are marked in italic text, deletions are marked in strikethrough text.)

  • 8.7 Vacancies If a Board of Directors member resigns or a Board of Directors seat otherwise becomes vacant more than two months before the next annual election, the remaining members of the Board of Directors will appoint a replacement to serve until the next annual election, at which point if there is any additional time remaining in the term a member will be elected to fill the vacancy. If a vacancy occurs less than two months before an annual election, the seat will remain vacant until the annual election.
For every two vacancies on the Board of Directors, the quorum requirement will be reduced by one. 
... 
14. Amendments 
Amendments to this charter may be enacted by a majority vote of eligible voters during an annual election.Amendments to these bylaws may be enacted by a majority vote of eligible voters during an annual or interim election. An amendment may be put on the ballot by the Board of Directors, or by a petition signed by at least 30 eligible voters, or 1% of eligible voters, whichever is greater. 
14.1 Temporary Amendments 
During the first year after these bylaws are adopted, they may be temporarily amended by a unanimous vote of the Board, providing the amendments do not concern the composition or election of the Board, or the procedures for amending the bylaws. Any such amendments must be approved by the membership at the next annual election. Amendments not approved by the members will be rescinded. 
14.1. Interim Elections
The Board of Directors may by majority vote call an interim election for the purpose of voting on bylaws amendments, to be held during any NANOG conference where an annual election is not scheduled. Interim elections shall be called and announced to the membership at least 60 days in advance, and shall be carried out using the procedures specified in section 8.4.

Amendment 2: Board Meetings

Proposed ballot text:

Replace the first paragraph of section 8.6 with:

The Board of Directors will meet in person at every NANOG conference, and may meet in person or via conference calls on a more regular basis. All in person meetings must be announced by the Chairperson at least 30 days in advance. All conference calls must be announced by the Chairperson at least 7 days in advance.

Discussion:

This amendment explicitly permits face-to-face board meetings outside of regular NANOG conferences, and shortens the advance notice requirement for conference call meetings to allow flexibility in scheduling.

Markup:

(Additions are marked in italic text, deletions are marked in strikethrough text.)

  • 8.6 Meetings and Quorum
  • The Board of Directors will meet in person at every NANOG conference, and may meet via conference calls on a more regular basis. All meetings must be announced by the Chairperson at least 30 days in advance.The Board of Directors will meet in person at every NANOG conference, and may meet in person or via conference calls on a more regular basis. All in person meetings must be announced by the Chairperson at least 30 days in advance. All conference calls must be announced by the Chairperson at least 7 days in advance.

Amendment 3: Restore Board Members and Officers Indemnification

Proposed ballot text:

Add section 18:

  • 18. Limitation of Personal Liability
  • 18.1 Liability to NANOG
  • No incorporator, director or officer of NANOG shall be personally liable to NANOG for monetary damages for breach of fiduciary duty as a director, and officer, or both, except with respect to: (a) breach of the director's or officer’s duty of loyalty to NANOG; (b) acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of the law and (c) any transaction from which the director, officer or both derived improper personal benefit. 18.2 Liability to Third Parties
Additionally, the incorporator, directors and officers of NANOG shall not be personally liable for any debt, liability or obligation of NANOG. All persons, corporations or other entities extending credit to, contracting with, or having any claim against NANOG may look only to the funds and property of NANOG for the payment of any debt, damages, judgment or decree or of any money that may otherwise become due or payable to them from NANOG.

Discussion:

This section was in the original NewNOG bylaws on the advice of an attorney, but was accidentally omitted during the merge with the NANOG charter. This amendment restores the language. 

Markup:

(Additions are marked in italic text, deletions are marked in strikethrough text.)

  • 18. Limitation of Personal Liability
  • 18.1 Liability to NANOG

No incorporator, director or officer of NANOG shall be personally liable to NANOG for monetary damages for breach of fiduciary duty as a director, and officer, or both, except with respect to: (a) beach of the director's or officer's duty of loyalty to NANOG; (b) acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of the law and (c) any transaction from which the director, officer or both derived improper personal benefit. 18.2 Liability to Third Parties
Additionally, the incorporator, directors and officers of NANOG shall not be personally liable for any debt, liability or obligation of NANOG. All persons, corporations or other entities extending credit to, contracting with, or having any claim against NANOG may look only to the funds and property of NANOG for the payment of any debt, damages, judgment or decree or of any money that may otherwise become due or payable to them from NANOG.


Candidates: Program Committee + Communications Committee + Development Committee


The following individuals were the 2012 Program Committee candidates:

William Charnock, SoftLayer

Philippe Couture, Videotron

Amough Dhamdhere, CAIDA, University of California, San Diego

Charles Gucker, ViCom Computer Services, Inc.

Chris Grundemann, CableLabs

Mike Hughes, Freelance

Liam Hynes, Dynamic Network Services

Elisa Jasinska, Microsoft

Tony Kapela, 5Nines

Will Lawton

Chip Marshall, Dynamic Network Services, Inc.

Chris Malayter, Coresite

Lars Rocha, Netflix

Jay Sjoholm, Cox Communications

Brandon Ross, Network Utility Force

Richard Steenbergen, nLayer / GTT

John Sweeting, Time Warner Cable

John van Oppen, Spectrum Networks

Brett Watson, Neustar


The following individuals were the 2012 Communications Committee candidates:

Larry Blunk, Merrit Network, Inc.

Patrick Gilmore, Akamai Technologies

Byron Hicks, Lonestar Education and Research Network

Andrew Koch, TDS Telecommunications Corporations


The following individuals were the 2012 Development Committee candidates:

Michael Buchner, KVH

Jezzibell Gilmore, ServerCentral / nLayer

Michael Rascoe, Eagle Network Solutions


Key Dates

August 20, 2012 - Nominations for Board of Director Candidates opened.

September 17, 2012 - Nominations for Committee Candidates opened.

October 1, 2012 - Board of Director Nominations closed.

October 2, 2012 - Bylaws Amendments posted.

October 21-23, 2012 - Voting for Board of Director Candidates + Bylaw Amendments.

October 23, 2012 - Committee Candidates Nominations closed.


Election Results

Board Candidates Elected October 2012

Steven Feldman

Daniel Golding

Michael Smith

Bylaw Amendments for 2012

APPROVED

Program Committee Candidates Appointed October 2012

Philippe Couture

Greg Dendy

Ryan Donnelly

Chris Grundemann

Elisa Jasinska

Anton Kapela

John van Oppen

Dave Temkin

Communications Committee Candidates Appointed October 2012

Larry Blunk

Colin Corbett

Matt Griswold

Andrew Koch

Development Committee Candidates Appointed October 2012

Michael Buchner

Jezzibell Gilmore

Gina Haspilaire

Misako Manca

Michael Rascoe