- mice-discuss - lists.micemn.net

MAC Address Filtering
by Larry Larsen 23 Mar '22

23 Mar '22

Good Afternoon; We are going to be swapping out a router this evening at 511, and if I remember correctly you have a MAC Address filter on your connections. Who do we need to work with to get the new MAC addresses authorized? Thank you! [cid:image001.png@01D83EC9.4D210D70] Larry L. Larsen Director of Information Technology Phone: 712.271.5920 Email: llarsen(a)longlines.biz<mailto:llarsen@longlines.biz> 504 4th Street Sergeant Bluff, IA 51054 https://www.longlines.com/ [Title: Facebook - Description: image of Facebook icon]<https://www.facebook.com/LongLines/> [Title: LinkedIn - Description: image of LinkedIn icon] <https://www.linkedin.com/company/long-lines> [Title: Twitter - Description: image of Twitter icon] <https://twitter.com/LongLinesBB>

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Midwest Peering Summit Info July 26, 2022
by Jay Hanke 21 Mar '22

21 Mar '22

As part of the MICE Summer outreach meeting. We have set up a Peering Summit with a number of neighboring Internet Exchanges. These include OmahaIX, KCIX, QCIX and several others. Each of the involved IXes will be attending and assisting in marketing the event to their users. Here's the link to the registration for the conference. https://www.eventcreate.com/e/mwps2022 Advanced registration is free for peering networks. We'll encounter an extra fee from the venue for attendees not pre registered. We'd ask that you pick up a table if you're going to bring sales folks. We have a block of rooms reserved with a discount at the hotel for rooms from the 25th through the 27th of July at $95 per night. Log into: https://www.stoneycreekhotels.com/ Click book now Des Moines Discount Code: 2207SOUTHF Thanks! -- Jay Hanke, President South Front Networks jayhanke(a)southfront.io Phone 612-204-0000

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MICE Secretary
by Richard Laager 18 Mar '22

18 Mar '22

This is going to MICE-ANNOUNCE too, in this interest of formalities. After the UG 40 meeting on March 11, the MICE board appointed Anthony Anderberg as Secretary. (This is separate from the Treasurer appointment which happened earlier and was mentioned during the meeting.) -- Richard

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Netnod Down?
by David Farmer 18 Mar '22

18 Mar '22

Is Netnod down at MICE? I'm not seeing any routes from them, at least via the route servers. Thanks -- =============================================== David Farmer Email:farmer@umn.edu Networking & Telecommunication Services Office of Information Technology University of Minnesota 2218 University Ave SE Phone: 612-626-0815 Minneapolis, MN 55414-3029 Cell: 612-812-9952 ===============================================

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MICE Social
by Richard Laager 16 Mar '22

16 Mar '22

With the meeting reschedule, we kinda tossed around the idea of a MICE Social. I’d imagine this would be going out to supper, similar to how we do after in person meetings. Is anyone interested in getting together tomorrow (Wednesday)? I am at the Hyatt Regency for MTA, but am open to various locations. -- Richard

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Board Minutes
by Jeremy Lumby 15 Mar '22

15 Mar '22

Since we did not have much open discussion time at the end of today's meeting, I wanted to propose a change for the procedure that the board follows. I propose that the board start taking, and publishing minutes from board meetings. This would allow the membership to see how the board members were voting/representing their interests. It would also be invaluable information for the voting members to have in the event that we ever had a contested election again. Jeremy Lumby Minnesota VoIP 9217 17th Ave S #216 Bloomington, MN 55425 M: 612-355-7740 D: 612-392-6814 F: 952-873-7425 jlumby(a)mnvoip.com

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Re: MICE marketing
by Richard Laager 15 Mar '22

15 Mar '22

We are in the process of converting to IXP Manager. Will that provide the data you need? If so, then it’s not likely worth fiddling with much more now. If IXP Manager won’t provide the data, then it sounds like we should add the average to the graph? -- Richard > On Mar 11, 2022, at 22:50, Bill Woodcock <woody(a)pch.net> wrote: > > > >> On Mar 12, 2022, at 3:53 AM, Richard Laager <rlaager(a)wiktel.com> wrote: >> >> https://www.pch.net/ixp/dir lists "Midwest Internet Cooperative Exchange" as having an average of 1K of traffic. > > Ah, you changed your traffic graph URL. I’ve updated to your new URL, and the new numbers should be reflected immediately. Also, the graph you produce doesn’t show your average (which is the only economically-significant number), and we’re in the process of rewriting our code (which broke) that calculates average values from graph bitmaps, and if you’re making your raw data available, we don’t have a URL for it… Everything goes smoothest when we can pull raw data rather than scraping from the bitmap. With 800 IXPs to collect data from every day, the ones that are fully automated scale well, but the ones that require a human being to go do something don’t scale well for us, since we’re only about twenty people. > > -Bill >

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MICE marketing
by Miles McCredie 14 Mar '22

14 Mar '22

One other comment on the marketing side - It would be handy to have PCH update https://www.pch.net/ixp/dir#!mt-filters=%7B%22ctry%22%3A%5B%22dropdown%22%2…. I received a snarky comment from someone about the 1Kbps average traffic that they are showing. [http://images.midcocomm.com/ES_MidcoLogo.png] Miles McCredie Network Engineer - Architect Office: 6052755192 Miles.McCredie(a)midco.com Midco.com

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Please welcome StackPath to MICE!
by Jeremy Lumby 12 Mar '22

12 Mar '22

Name: StackPath Switch: MICE Core Port: 3/27/1 -> Po21 & 6/20/1 -> Po25 ASN: 33438 IPv4: 206.108.255.189/24 & 206.108.255.190/24 IPv6: 2001:504:27:0:0:829E::1/64 & 2001:504:27:0:0:829E::2/64 Peering Contact: peering(a)stackpath.com Route Servers: YES BFD: No Welcome Aboard! Jeremy Lumby Minnesota VoIP 9217 17th Ave S #216 Bloomington, MN 55425 Main: 612-355-7740 Direct: 612-392-6814 Fax: 952-873-7425 jlumby(a)mnvoip.com

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MICE UG40 Minutes
by AnthonyAnderberg＠nuvera.net 11 Mar '22

11 Mar '22

One correction from the meeting: In the treasurers report I stated that we’d reimbursed Richard Laager $2704.44 for new server hardware, I was reading the wrong column in the report - the amount reimbursed was actually $1576.65. I’ve updated these notes to correct that, as always let me know if anyone sees anything else wrong or silly. Cheers, anthony

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MICE RS3 Removal
by Jay Hanke 09 Mar '22

09 Mar '22

The MICE RS3 route server in Albert Lea will be removed from service on 3/18/2022. Please turn down any remaining BGP sessions used for testing. Thanks! -- Jay Hanke, President South Front Networks jayhanke(a)southfront.io Phone 612-204-0000

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Omnitech Port Move
by Jay Hanke 09 Mar '22

09 Mar '22

Omnitech has moved from Eth10 of the SFN MICE remote to port Eth7/3 of the MICE 100G remote. -- Jay Hanke, President South Front Networks jayhanke(a)southfront.io Phone 612-204-0000

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CL Tel Port Upgrade/Move
by Jay Hanke 08 Mar '22

08 Mar '22

CL Tel has moved to the SFN 100G Remote Ports -Port Channel 2 -Ethernet5/1 -Ethernet8/1 The new connection is now 20G (2x10G). IP information remains the same. Welcome aboard! -- Jay Hanke, President South Front Networks jayhanke(a)southfront.io Phone 612-204-0000

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Fiber Minnesota Satellite Upgrade
by Dean Bahls 07 Mar '22

07 Mar '22

Good morning! FM (CNS) is going to upgrade our satellite switch on Tuesday, March 15 @ 9:00am. We are going to have BGP shut down on the core switch to keep the process as graceful as possible. The new switch is installed, powered up and configured, so it is mostly just a migration of optics and jumpers. We expect the entire process to take <30 minutes. Mostly this is an FYI to everyone that you'll see a disruption in connectivity to our downstream customers at this time. Oh, and Anthony may have to do some work in Cacti as well. Please let me know if you have any questions about this. Thanks, Dean Dean Bahls Network Operations Manager | Fiber Minnesota 14 Main St SW | PO Box J | Menahga, MN 56464 218.564-1321 (Direct) | 218.564.3000 (Main Office) <mailto:dean.bahls@fiberminnesota.com> dean.bahls(a)fiberminnesota.com

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Please welcome Great Plains Network to MICE!
by Jeremy Lumby 02 Mar '22

02 Mar '22

Name: Great Plains Network Switch: WiscNet Port: et-0/0/17 (ae8.100) ASN: 11317 IPv4: 206.108.255.187/24 IPv6: 2001:504:27:0:0:2C35::1/64 Peering Contact: peering(a)greatplains.net Route Servers: Yes BFD: Yes Welcome Aboard! Jeremy Lumby Minnesota VoIP 9217 17th Ave S #216 Bloomington, MN 55425 Main: 612-355-7740 Direct: 612-392-6814 Fax: 952-873-7425 jlumby(a)mnvoip.com

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FCC 22-18A1 Secure Internet Routing Notice of Inquiry
by Richard Laager 02 Mar '22

02 Mar '22

The FCC is looking into BGP security. In general, I'm certainly for BGP security, but I haven't seriously analyzed the questions in this Notice of Inquiry. I'm not sure whether this is something MICE would want to comment on or not. Is anyone else looking into this? I've made an inquiry with MTA, since I'm on the CyberSecurity committee there. -- Richard

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Mice outage
by Steve Savoy 02 Mar '22

02 Mar '22

Hi everyone, I have not been notified of maintenance windows - two days in a row. Anyone else? [cid:image001.png@01D82E0B.0876C8F0] Thanks, Steve Confidentiality Notice: This correspondence is the property of Winnebago Cooperative Telecom Association and is for the sole use of the intended recipient(s) and may contain confidential and privileged information. Any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, please contact the sender by reply email and destroy all copies of the original message.

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SFN MICE Port Moves
by Jay Hanke 02 Mar '22

02 Mar '22

The following connections have been moved from the old SFN 10G MICE remote to the new SFN 100G MICE remote Omnitel Eth5/2 CSTech LAG #1 Eth5/3 EIDG LAG #1 Eth5/4 Router12 Eth6/2 CSTech LAG #2 Eth6/3 EIDG LAG #2 Eth6/4 CSTech Po3 EIDG Po4 -- Jay Hanke, President South Front Networks jayhanke(a)southfront.io Phone 612-204-0000

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[OT] Lumen TDM Issues
by Richard Laager 27 Feb '22

27 Feb '22

Since this is the unofficial Minnesota outages list... We (Wiktel) cannot reach certain things (e.g. Verizon cell phones) through the Lumen access tandem in Grand Forks. Another nearby LEC has confirmed the same. We also have an SS7 DS1 down to Inteliquent (as formerly INS). Lumen is "already working tickets related to multiple DS1’s, DS3 down in North Dakota". -- Richard

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MICE Bylaws Changes
by Richard Laager 25 Feb '22

25 Feb '22

At the last meeting, we discussed various bylaws issues. This started with the quorum issue. I was short on the official notice period for the last meeting, plus there was a desire for legal advice on certain questions, so we held off on voting on things. As promised, I engaged a lawyer at Moss & Barnett. I consulted with him on the questions, he drafted bylaws changes, I reviewed them, and then the board reviewed them. The results of this are below. I have numbered the changes for ease of reference, but the order is not significant; each amendment is standalone. The Board recommends adoption of all changes. The Proposed (all changes) and Current bylaws are attached. Please review and comment here on the mailing list. Out of respect for people's time, I would like to avoid a long interactive meeting, limiting that to primarily voting. "Speak now or forever hold your peace" as it were. *Change 1: Quorum* This is the issue that we have discussed at length before. There seemed to be a consensus on this previously. Our lawyer's view was that the proposed language was fine. But when he actually integrated it into the text, he did use slightly different structure, giving them "(i)" and "(ii)" prefixes. So this is now using the lawyer's wording. ACTION: Amend the first sentence of section 1.11 "Quorum" to insert the words, "the lesser of (i) ten (10) members entitled to vote or (ii)", such that it now reads: Members representing _the lesser of (i) ten (10) members entitled to vote or (ii)_ ten percent (10%) of the voting power of the membership interests entitled to vote at a meeting of the members are a quorum for the transaction of business. *Change 2: Affiliates* As discussed at the last meeting, we wanted to add to the bylaws (where it belongs) the longstanding MICE policy that affiliated members (e.g. parent companies and subsidiaries) only get one vote. We specifically wanted to get a lawyer to draft the language for defining this. Originally, we were (or at least I was) thinking that we wanted self-executing language (e.g. if two members merge, one of the entities /automatically/ loses membership status). The lawyer strongly advised against this. First off, for that to work, the language has to be deterministic at the point the e.g. merger happens. For example, there is no way for the merged entities to indicate which will be the member moving forward. Second, he advised this creates a risk of ultra vires actions. Imagine some members merge, then we elect a board member in a nearly-tied election, then the board makes some decisions, etc. etc. Later, we find out about a merger that predated the election, and that changed the result of the election. Now you have to try to unwind all that? While that particular possibility is remote, ultimately he recommended a different approach, which is what is taken here. This change creates an affirmative duty for members to notify MICE of mergers. It allows the board to refuse to admit the second entity (for new member scenarios) and to terminate the membership of all-but-one affiliate (for e.g. the merger scenario). This is the procedure we have been using. This also includes a language cleanup to clarify what "Board" means. This is just a cleanup. The Bylaws allow the Board to amend the membership qualifications section, and that was the original plan discussed at the last meeting. But since the members are already voting on bylaws changes, the board is bringing this to the members too. This also allows for the language cleanup in section 1.1 and the section 1.16 change. ACTION: Amend section 1.1 "Membership Qualifications" to make the existing text subsection "(a)". Amend section 1.1 (a) to insert the text, " of Governors of the Company (the “Board” or “Board of Governors”)" after the first occurrence of "Board", such that it reads: In order to qualify for membership, a member shall be: (i) an operator of an internet protocol network which has one or more direct, or approved indirect, connections to Midwest Internet Cooperative Exchange LLC’s (the “Company”) switches; or (ii) an operator of equipment providing approved indirect connections; or (iii) an operator of a colocation data center in which the Company’s switches are located. A member may be elected by the membership or appointed to membership by the Board_of Governors of the Company (the “Board” or “Board of Governors”)_. Members may have such other qualifications as the Board may prescribe by amendment to this Operating Agreement. Add a subsection 1.1 (b) that reads: Each member shall have an affirmative duty to disclose the identity each of its Affiliates that is a member of the Company. “Affiliate” means, with respect to any entity, (i) any other entity directly or indirectly controlling, controlled by, or under common control with such specified entity, or (ii) any other person or entity owning or controlling fifty percent (50%) or more of the outstanding voting securities of such entity. For purposes of the foregoing, the term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any entity, means the possession, directly or indirectly, of the power to cause the direction of the management and policies of such entity, whether through the ownership of voting or other securities, by contract or otherwise. The Board may refuse to admit any entity that is an Affiliate of a member or may condition such admission on the acknowledgment that such entity and each of its Affiliates, will only have one member vote which may only be exercised by one of the affiliated members. Amend section 1.16 "Resignation, Expulsion or Suspension of Members" to add a subsection (d) that reads: Notwithstanding the foregoing, the Board may terminate the membership of one or more members who are Affiliates, such that such Affiliates shall only have one member vote. The intention of this provision is to prevent the concentration of voting power in members who are under common ownership or common control. *Change 3: Action Without a Meeting* This cleanup was proposed by the lawyer, when reviewing the bylaws. The first sentence says that we can do things without a meeting by /every single member/ consenting to it. As a practical matter, that would never happen. It's also duplicative, since the second sentence says we can do things without a meeting with a /majority/ of all members. ACTION: Amend section 1.13 "Action Without a Meeting" to strike the first sentence, "Any action required or permitted to be taken at a meeting of the members may be taken by written action signed, or consented to by authenticated electronic communication, by all the members entitled to vote on such action." *Change 4: Removal of Board Members* The lawyer found a number of concerns in the existing language (drafting errors, referencing the wrong statute, etc.) and procedure. He basically felt that it needed to be thrown out and completely redrafted. The current bylaws allow the members to remove a governor, with or without cause, by a "[two-thirds] majority" (drafting errors per original). At our current size, this is effectively impossible. The proposed change allows the members to remove a governor, with or without cause, by a majority (of /all/ members, not just those voting on the issue), which is still a very high bar, but far more possible should the need arise. The current bylaws allow the board to remove a governor only if the board appointed that governor in the first place. The proposed change allows the board to remove a governor for cause (which is defined in quite a bit of detail) or disability (also defined). The Board had significant discussion on this change. There are two directly opposite concerns here, and any solution is going to involve some compromise. First, it is desirable to be able to remove a governor, promptly, when this is legitimate. Second, it is desirable to slow down or prevent removing a governor when this is illegitimate. We ultimately went back to the lawyer asking him to provide a mechanism by which a removal could be reviewed by the members. This ended up raising the question of notice to the removed governor. Initially notice was required by implication; this was made explicit. As part of this, section 1.14(d) "Notice to Members" was then copied, with s/member/governor (and the "(1)" and "(2)" labels removed), as 2.11(c). ACTION: Amend section 2.11 to add a subsection (c) which reads: Any notice to governors given by the Company or the Board by a form of electronic communication consented to by the governor to whom the notice is given is effective when given. The notice is deemed given by: (i) facsimile communication, when directed to a telephone number at which the governor has consented to receive notice; (ii) electronic mail, when directed to an electronic mail address at which the governor has consented to receive notice; (iii) a posting on an electronic network on which the governor has consented to receive notice, together with separate notice to the governor of the specific posting, upon the later of: (i) the posting; and (ii) the giving of the separate notice; and (iv) any other form of electronic communication by which the governor has consented to receive notice, when directed to the governor. Consent by a governor to notice given by electronic communication may be given in writing or by authenticated electronic communication. The Company and the Board is entitled to rely on any consent so given until revoked by such governor, provided that no revocation affects the validity of any notice given before receipt by the Company or the Board of revocation of the consent. Replace the contents of section 2.17 "Removal of Governors" entirety with: (a) _Removal for Cause or Disability by the Governors_. The Board may remove a governor for Cause or Disability by the unanimous vote of the governors, excluding the governor to be removed (the “_Voting Governors_”). “_Cause_” shall exist if the Voting Governors determine in good faith that the governor to be removed (i) has failed to discharge his, her, or their duties as governor in good faith, (ii) has breached his, her, or their fiduciary duties to the Company or its members, (iii) has committed theft, embezzlement or conversion of Company property, (iv) has engaged in any illegal activity or fraud in connection with the Company, (v) has been convicted of a felony or other crime involving moral turpitude, while a governor; (vi) has engaged in a conflict of interest without complying with Section 5.1 and 5.2 of this operating agreement or (vii) has engaged in acts or omissions which the Board reasonably deems to be materially damaging to the name, reputation, or business of the Company or which could jeopardize the good will or relationship with its member or other persons and entities important to its mission. “_Disability_” a physical or mental impairment which prevents the governor from performing his, her, or their duties as a governor for a period of not less than 6 months. The Board shall send a written notice to the removed governor stating the basis for their removal under this Section 2.17(a), within three (3) business days following a Board vote removing a such governor. (b) _Retention Vote by Members_. In the event the Board has removed a governor solely for the reasons stated in Section 2.17(a)(i) or (vii) (and not for any other reason constituting Cause or Disability), the removed governor within ten (10) business days following the dispatch of the notice of removal may provide a notice of disagreement with such removal and a request to submit such matters to the vote of the Members. The Board shall call a meeting of the Members to vote on the retention of such governor to be held within 30 days. Prior to such meeting, the governor shall continue to be removed subject to later reinstatement by the Members by affirmative vote. If the governor is not reinstated by affirmative vote, the position shall be filled by a vote of the Members. If notice by the removed governor is not given within ten (10) business days, the removed governor shall have waived his or her right to challenge the removal. No governor shall have the right to appeal or challenge a removal by the Board under Section 2.17(a), except as expressly set forth in this Section 2.17(b) (c) _Removal by Members_. Any one or all of the governors may be removed at any time, with or without cause, by the affirmative vote of a majority of the voting power of all membership interests entitled to vote at an election of governors. -- Richard

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Re: MICE Bylaws Changes
by Nevin Lyne 24 Feb '22

24 Feb '22

Wanted to say thank you to Richard as well! -Nevin -- -- Nevin Lyne -- Founder and Director of Technology -- Arcustech, LLC - https://www.arcustech.com/ > On Thu, Feb 24, 2022, at 10:55 PM, Shaun Carlson wrote: >> I concur, these seem like positive changes to support to growth and >> continued operations of the exchange. Thanks Richard for all of this >> effort. >> >> s >> >> On Thu, Feb 24, 2022 at 21:26 Reid Fishler >> <0000000c9d62e487-dmarc-request(a)lists.iphouse.net> wrote: >>> I just want to be the first to mention how much work Richard has put into this as the person interfacing with the laywer, and personally thank him for his dedication to it. Thanks! >>> >>> Reid >>> >>> >>> On Thu, Feb 24, 2022 at 11:19 PM Richard Laager <rlaager(a)wiktel.com> wrote: >>>> At the last meeting, we discussed various bylaws issues. This started with the quorum issue. I was short on the official notice period for the last meeting, plus there was a desire for legal advice on certain questions, so we held off on voting on things. >>>> >>>> As promised, I engaged a lawyer at Moss & Barnett. I consulted with him on the questions, he drafted bylaws changes, I reviewed them, and then the board reviewed them. The results of this are below. I have numbered the changes for ease of reference, but the order is not significant; each amendment is standalone. >>>> >>>> The Board recommends adoption of all changes. >>>> >>>> The Proposed (all changes) and Current bylaws are attached. >>>> >>>> Please review and comment here on the mailing list. Out of respect for people's time, I would like to avoid a long interactive meeting, limiting that to primarily voting. "Speak now or forever hold your peace" as it were. >>>> >>>> >>>> >>>> *Change 1: Quorum* >>>> >>>> This is the issue that we have discussed at length before. There seemed to be a consensus on this previously. Our lawyer's view was that the proposed language was fine. But when he actually integrated it into the text, he did use slightly different structure, giving them "(i)" and "(ii)" prefixes. So this is now using the lawyer's wording. >>>> >>>> ACTION: >>>> >>>> Amend the first sentence of section 1.11 "Quorum" to insert the words, "the lesser of (i) ten (10) members entitled to vote or (ii)", such that it now reads: >>>> >>>>> Members representing _the lesser of (i) ten (10) members entitled to vote or (ii)_ ten percent (10%) of the voting power of the membership interests entitled to vote at a meeting of the members are a quorum for the transaction of business. >>>>> >>>> >>>> >>>> *Change 2: Affiliates* >>>> >>>> As discussed at the last meeting, we wanted to add to the bylaws (where it belongs) the longstanding MICE policy that affiliated members (e.g. parent companies and subsidiaries) only get one vote. We specifically wanted to get a lawyer to draft the language for defining this. >>>> >>>> Originally, we were (or at least I was) thinking that we wanted self-executing language (e.g. if two members merge, one of the entities *automatically* loses membership status). The lawyer strongly advised against this. First off, for that to work, the language has to be deterministic at the point the e.g. merger happens. For example, there is no way for the merged entities to indicate which will be the member moving forward. Second, he advised this creates a risk of ultra vires actions. Imagine some members merge, then we elect a board member in a nearly-tied election, then the board makes some decisions, etc. etc. Later, we find out about a merger that predated the election, and that changed the result of the election. Now you have to try to unwind all that? While that particular possibility is remote, ultimately he recommended a different approach, which is what is taken here. >>>> >>>> This change creates an affirmative duty for members to notify MICE of mergers. It allows the board to refuse to admit the second entity (for new member scenarios) and to terminate the membership of all-but-one affiliate (for e.g. the merger scenario). This is the procedure we have been using. >>>> >>>> This also includes a language cleanup to clarify what "Board" means. This is just a cleanup. >>>> >>>> The Bylaws allow the Board to amend the membership qualifications section, and that was the original plan discussed at the last meeting. But since the members are already voting on bylaws changes, the board is bringing this to the members too. This also allows for the language cleanup in section 1.1 and the section 1.16 change. >>>> >>>> ACTION: >>>> >>>> Amend section 1.1 "Membership Qualifications" to make the existing text subsection "(a)". >>>> >>>> Amend section 1.1 (a) to insert the text, " of Governors of the Company (the “Board” or “Board of Governors”)" after the first occurrence of "Board", such that it reads: >>>> >>>>> In order to qualify for membership, a member shall be: (i) an operator of an internet protocol network which has one or more direct, or approved indirect, connections to Midwest Internet Cooperative Exchange LLC’s (the “Company”) switches; or (ii) an operator of equipment providing approved indirect connections; or (iii) an operator of a colocation data center in which the Company’s switches are located. A member may be elected by the membership or appointed to membership by the Board_ of Governors of the Company (the “Board” or “Board of Governors”)_. Members may have such other qualifications as the Board may prescribe by amendment to this Operating Agreement. >>>>> >>>> >>>> Add a subsection 1.1 (b) that reads: >>>> >>>>> Each member shall have an affirmative duty to disclose the identity each of its Affiliates that is a member of the Company. “Affiliate” means, with respect to any entity, (i) any other entity directly or indirectly controlling, controlled by, or under common control with such specified entity, or (ii) any other person or entity owning or controlling fifty percent (50%) or more of the outstanding voting securities of such entity. For purposes of the foregoing, the term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any entity, means the possession, directly or indirectly, of the power to cause the direction of the management and policies of such entity, whether through the ownership of voting or other securities, by contract or otherwise. The Board may refuse to admit any entity that is an Affiliate of a member or may condition such admission on the acknowledgment that such entity and each of its Affiliates, will only have one member vote which may only be exercised by one of the affiliated members. >>>>> >>>>> >>>> Amend section 1.16 "Resignation, Expulsion or Suspension of Members" to add a subsection (d) that reads: >>>> >>>>> Notwithstanding the foregoing, the Board may terminate the membership of one or more members who are Affiliates, such that such Affiliates shall only have one member vote. The intention of this provision is to prevent the concentration of voting power in members who are under common ownership or common control. >>>>> >>>>> >>>>> >>>> >>>> >>>> *Change 3: Action Without a Meeting* >>>> >>>> This cleanup was proposed by the lawyer, when reviewing the bylaws. The first sentence says that we can do things without a meeting by *every single member* consenting to it. As a practical matter, that would never happen. It's also duplicative, since the second sentence says we can do things without a meeting with a *majority* of all members. >>>> >>>> ACTION: >>>> >>>> Amend section 1.13 "Action Without a Meeting" to strike the first sentence, "Any action required or permitted to be taken at a meeting of the members may be taken by written action signed, or consented to by authenticated electronic communication, by all the members entitled to vote on such action." >>>> >>>> >>>> >>>> *Change 4: Removal of Board Members* >>>> >>>> The lawyer found a number of concerns in the existing language (drafting errors, referencing the wrong statute, etc.) and procedure. He basically felt that it needed to be thrown out and completely redrafted. >>>> >>>> The current bylaws allow the members to remove a governor, with or without cause, by a "[two-thirds] majority" (drafting errors per original). At our current size, this is effectively impossible. The proposed change allows the members to remove a governor, with or without cause, by a majority (of *all* members, not just those voting on the issue), which is still a very high bar, but far more possible should the need arise. >>>> >>>> The current bylaws allow the board to remove a governor only if the board appointed that governor in the first place. The proposed change allows the board to remove a governor for cause (which is defined in quite a bit of detail) or disability (also defined). >>>> >>>> The Board had significant discussion on this change. There are two directly opposite concerns here, and any solution is going to involve some compromise. First, it is desirable to be able to remove a governor, promptly, when this is legitimate. Second, it is desirable to slow down or prevent removing a governor when this is illegitimate. >>>> >>>> We ultimately went back to the lawyer asking him to provide a mechanism by which a removal could be reviewed by the members. This ended up raising the question of notice to the removed governor. Initially notice was required by implication; this was made explicit. As part of this, section 1.14(d) "Notice to Members" was then copied, with s/member/governor (and the "(1)" and "(2)" labels removed), as 2.11(c). >>>> >>>> ACTION: >>>> >>>> Amend section 2.11 to add a subsection (c) which reads: >>>> >>>>> Any notice to governors given by the Company or the Board by a form of electronic communication consented to by the governor to whom the notice is given is effective when given. The notice is deemed given by: >>>>> >>>>> (i) facsimile communication, when directed to a telephone number at which the governor has consented to receive notice; >>>>> >>>>> (ii) electronic mail, when directed to an electronic mail address at which the governor has consented to receive notice; >>>>> >>>>> (iii) a posting on an electronic network on which the governor has consented to receive notice, together with separate notice to the governor of the specific posting, upon the later of: (i) the posting; and (ii) the giving of the separate notice; and >>>>> >>>>> (iv) any other form of electronic communication by which the governor has consented to receive notice, when directed to the governor. >>>>> >>>>> Consent by a governor to notice given by electronic communication may be given in writing or by authenticated electronic communication. The Company and the Board is entitled to rely on any consent so given until revoked by such governor, provided that no revocation affects the validity of any notice given before receipt by the Company or the Board of revocation of the consent. >>>>> >>>> Replace the contents of section 2.17 "Removal of Governors" entirety with: >>>> >>>> >>>>> (a) _Removal for Cause or Disability by the Governors_. The Board may remove a governor for Cause or Disability by the unanimous vote of the governors, excluding the governor to be removed (the “_Voting Governors_”). “_Cause_” shall exist if the Voting Governors determine in good faith that the governor to be removed (i) has failed to discharge his, her, or their duties as governor in good faith, (ii) has breached his, her, or their fiduciary duties to the Company or its members, (iii) has committed theft, embezzlement or conversion of Company property, (iv) has engaged in any illegal activity or fraud in connection with the Company, (v) has been convicted of a felony or other crime involving moral turpitude, while a governor; (vi) has engaged in a conflict of interest without complying with Section 5.1 and 5.2 of this operating agreement or (vii) has engaged in acts or omissions which the Board reasonably deems to be materially damaging to the name, reputation, or business of the Company or which could jeopardize the good will or relationship with its member or other persons and entities important to its mission. “_Disability_” a physical or mental impairment which prevents the governor from performing his, her, or their duties as a governor for a period of not less than 6 months. The Board shall send a written notice to the removed governor stating the basis for their removal under this Section 2.17(a), within three (3) business days following a Board vote removing a such governor. >>>>> >>>>> (b) _Retention Vote by Members_. In the event the Board has removed a governor solely for the reasons stated in Section 2.17(a)(i) or (vii) (and not for any other reason constituting Cause or Disability), the removed governor within ten (10) business days following the dispatch of the notice of removal may provide a notice of disagreement with such removal and a request to submit such matters to the vote of the Members. The Board shall call a meeting of the Members to vote on the retention of such governor to be held within 30 days. Prior to such meeting, the governor shall continue to be removed subject to later reinstatement by the Members by affirmative vote. If the governor is not reinstated by affirmative vote, the position shall be filled by a vote of the Members. If notice by the removed governor is not given within ten (10) business days, the removed governor shall have waived his or her right to challenge the removal. No governor shall have the right to appeal or challenge a removal by the Board under Section 2.17(a), except as expressly set forth in this Section 2.17(b) >>>>> >>>>> (c) _Removal by Members_. Any one or all of the governors may be removed at any time, with or without cause, by the affirmative vote of a majority of the voting power of all membership interests entitled to vote at an election of governors. >>>>> >>>> >>>>> >>>> >>>> >>>> >>>>> >>>> >>>> -- >>>> Richard >>>> >>>> To unsubscribe from the MICE-DISCUSS list, click the following link: >>>> http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1 >>>> >>> >>> >>> -- >>> Reid Fishler >>> Senior Director >>> Hurricane Electric >>> +1-510-580-4178 >>> >>> To unsubscribe from the MICE-DISCUSS list, click the following link: >>> http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1 >>> >> -- >> >> >> Shaun Carlson >> >> Director of R&D and Continuous Innovation >> >> 218.346.8673 | shaun.carlson(a)arvig.com | Schedule a meeting >> >> Arvig | 150 Second Street SW | Perham, MN 56573 | arvig.com >> >> >> To unsubscribe from the MICE-DISCUSS list, click the following link: >> http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1

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Advanced Communications
by Richard Laager 24 Feb '22

24 Feb '22

Anyone know which MICE member also goes by Advanced Communications? -- Richard

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Please welcome Savage Communications Inc. to MICE!
by Jeremy Lumby 23 Feb '22

23 Feb '22

Name: Savage Communications Inc. Switch: MICE Main Port: E6/19/1 ASN: 23260 IPv4: This is a port upgrade, all IP info remains the same. The new connection will be 100G IPv6: Peering Contact: peering(a)scicable.net Route Servers: Yes BFD: Yes Welcome Aboard Again! Jeremy Lumby Minnesota VoIP 9217 17th Ave S #216 Bloomington, MN 55425 Main: 612-355-7740 Direct: 612-392-6814 Fax: 952-873-7425 jlumby(a)mnvoip.com

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Cacti
by Jeremy Lumby 17 Feb '22

17 Feb '22

Looks like there is a problem with Cacti (http://micelg.usinternet.com) : FATAL: Cannot connect to MySQL server on 'localhost'. Please make sure you have specified a valid MySQL database name in 'include/config.php' Jeremy Lumby Minnesota VoIP 9217 17th Ave S #216 Bloomington, MN 55425 M: 612-355-7740 D: 612-392-6814 F: 952-873-7425 jlumby(a)mnvoip.com

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Please welcome Hurricane Electric to MICE!
by Jeremy Lumby 17 Feb '22

17 Feb '22

Name: Hurricane Electric Switch: MICE Main Port: E6/18/1 ASN: 6939 IPv4: This is a port upgrade, all IP info remains the same. The new connection will be 3x100G IPv6: Peering Contact: peering(a)he.net Route Servers: Partial BFD: No Welcome Aboard Again! Jeremy Lumby Minnesota VoIP 9217 17th Ave S #216 Bloomington, MN 55425 Main: 612-355-7740 Direct: 612-392-6814 Fax: 952-873-7425 jlumby(a)mnvoip.com

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