Hank,

On 28/10/2010 08:11, Hank Nussbacher wrote:

..snip..

I own or have owned numerous stocks and they allow electronic voting not just for the BoD but for many other issues as well. And one can vote for a few weeks before the general membership meeting. Only an organization that really doesn't want electronic voting would implement a 15 minute window to vote.

I suspect that none of the companies in which you owned stocks were a Dutch Membership Association. It is for that reason that we have this ludicrous situation, which, I assure you, none of the Board are happy with either. We have taken legal advice on the matter and have been told that the system we've come up with is the only one we can legally use.

Some background is probably helpful here. The concept of a Dutch membership association has its roots in the "water boards" or "hoogheemraadschappen" set up to govern the "polders", the areas of reclaimed land, below sea level, for which the Netherlands is so well known. Government of these bodies was considered such an important matter (if you get things wrong, the sea comes in) that only those actually present at the meetings had the right to vote. The voting procedures for associations (and water boards) have retained this requirement down to the present day.

A rather nice little explanation of the origin of the water boards, from which the Dutch associations draw their rules can be found at http://en.wikipedia.org/wiki/Water_board_%28Netherlands%29

Note that the water boards originally had the right to impose the death sentence for such offences as damaging dykes and drainage ditches. I sometimes wish that we had retained that right for suitable crimes against the internet.... but that is slightly off topic.

We've managed to get agreement to change the rules to allow electronic voting but only on condition that we:

1. Webcast the General Meetings
2. Allow instantaneous voting within a defined timeslot

The RIPE NCC was set up as an association for the tax benefits (we basically pay no tax at all). If the majority of the members want to change the constitution (basically winding up the RIPE NCC and reforming it as a regular limited liability company) and gain the ability to vote in advance of the GM for the payment of a higher membership fee then please let us know.

As of today, we have 32 voting members attending out of how many LIRs - 5000? Does that make for democracy? I highly doubt it.

Absolutely agree. It is a source of continued pain to the board that representation of the membership is so poor at the GM (approximately 3% including proxies and remote voting). It's difficult to see what else we can do though, given the legal constraints under which we operate.

Best regards

Nigel Titley

Chaiman, RIPE NCC Board