We are mandated by UK company law to use two types of resolution in our governance:
- Special resolutions (typically things that change our M&A) which require a 75% majority vote
- Ordinary resolutions (typically things that change our MoU) which require a 50% majority vote
There is no suggestion that we should invent any new categories to these resolution types, so we will refer to the two types, as necessary, below.
Regarding consultation prior to voting, although in general what we mean by this is to consult for a period (typically three months, to allow for successive LINX quarterly meetings to be used) - there will be emergency situations when we have to do that much more quickly. Such situations are assumed to be very rare, and in any case would be subject to the provisions of the M&A covering special member meetings. We should also emphasise that consultation can take place in many ways - not limited to just quarterly member meetings in London. Quarterly member meetings act as a focus, and some definite timetable discipline, but we are getting more sophisticated about using other mechanisms, and they use of such mechanisms is become more normal as we mature. I see distinct possibilities for the use of our new video-conferencing system in that regard, for example. Also, the tireless work done by our relatively new member-relations team is extremely important to keeping in touch with member opinion. Likewise, the work that Sam Frances does for Malcolm Hutty in the Public Affairs consultative area is hugely important.
New PoPs for existing peering LANs
We recently published a position on this, and it was shared with members at LINX83. The key part of this was as follows: "There must be support from members for the idea of a new LINX PoP."
For clarity, we also noted: this does not mean that new PoP suggestions are always subject to a member vote, but members should be consulted and their feedback taken into account. So on this one: consult but no requirement for voting before building a new PoP for an existing peering LAN. This extends to LINX NoVA as well, and also to vPoPs.
The overall policy on this has been clear for some time; we should consult (as a minimum by holding local consultation meetings), but we don't take the new UK regional IXPs sites to a member vote before building them. LINX has produced an in-depth Regional Peering Strategy document which explains the LINX policy with local exchanges.
New IXP outside the UK
Precedent is pretty clear on this one too, it is a major step, so we should not only extensively consult with members prior to committing to any new IXP builds outside of the UK, but that we should also seek member endorsement of this via a formal vote before proceeding.
Increase in port or membership fees
This one is pretty clear and straightforward too; we should both consult (typically three months beforehand) and put any increase in port or membership fees to a member vote (ordinary resolution) prior to implementation. Generally speaking, we do this as part of the annual budget process (where there is no prior consultation period of three months - since the process is a known one), but it could also be done outside of that. It should be noted that increasing port or membership fees is a rare event in LINX.
Increase in fees for other services
This one was perhaps less clear, partly because these tend to be the sort of fees that only impact a minority of the membership. Recent precedent with the proposal for a recurring charge for intra-site PI is that we should both consult and seek a specific member vote (separate from the budget).
Decrease in any kind of fees
Precedent is clear on this one too, no need to consult or vote, just do it!
This is also a bit of a tricky one. Precedent suggests that we should always consult, but when do they need the endorsement of a member vote?
We have resolved that it breaks down to whether the new service is a logical extension to existing services or not. So, those things that we can now do safely and conveniently because we moved to VPLS (e.g. private VLANs across the exchange) have been clearly flagged up well in advance, so nobody will be surprised if and when we launch such services. Jumbo frames have been discussed a number of times at quarterly member meetings, so nobody will be surprised at that either. Specifically, if we don't plan to charge, that might be a suitable distinguishing point (generally speaking) to consult but not have a member vote prior to launch. However, there are some areas that are more controversial, and DDoS protection/mitigation probably falls most strongly into this category.
Public Affairs positions
LINX formally consults the membership on new public policy topics in cases where we do not already have an established position endorsed by the membership. We may also consult members on individual responses to government consultations where this is thought to be helpful – for example, when the technical expertise of the membership is sought.
Once LINX has established a policy position on a particular subject, the Public Affairs department will seek to apply the position to new policy initiatives as they arise, and will seek to avoid the need for repeated consultation on essentially similar issues, where possible.
Methods of consultation range from formal structured consultations, where members may be presented with a questionnaire or asked to help draft a written response to a government consultation, to electronic straw polls and 'hum tests' at quarterly member meetings. We will also make personal contact with individuals who have expressed an interest in particular topics, or who have particular relevant expertise..
The Board may also be consulted in lieu of the full membership in matters of urgency, or where the proposed intervention is broadly consistent with established policy principles, or for its opinion as to whether a full formal member consultation is appropriate.
More formal consultation methods will be preferred when there is no established policy, or where established policy offers only minimal guidance on how to deal with a new policy initiative. Formal, written government consultations or submissions to Parliament, are also more likely to require a full member consultation than informal comments.
Informal methods will be preferred when technical expertise rather than policy preference is sought, or where established policy offers more guidance on a topic, while not completely determining what position should be taken.
Any LINX member may propose new policies, or to vary existing policy positions, either formally at a LINX meeting or informally by contacting the Public Affairs department.
Associate membership is conferred by LINX Council. The MoU is quite explicit and precise on the process. So, whilst we may opt to consult members about prospective new associate members, there is no requirement for voting before accepting one. We have a new situation, with the development of LINX NoVA and our UK regional exchanges. There may be a demand for associate members who would only be present there (and not, say, in London), in such cases it is expected that the steering committees (IXManchester, IXScotland, LINX NoVA, etc.) would make suitable recommendations to the Board.