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- 1 participants
- 6634 messages
Omnitech Port Move
by Jay Hanke
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
March 9, 2022
CL Tel Port Upgrade/Move
by Jay Hanke
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
March 8, 2022
Fiber Minnesota Satellite Upgrade
by Dean Bahls
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
March 7, 2022
Please welcome Truestream to MICE!
by Jeremy Lumby
Name: Truestream
Switch: MICE Core
Port: E 5/2
ASN: 398143
IPv4: 206.108.255.188/24
IPv6: 2001:504:27:0:6:133F::1/64
Peering Contact: peering(a)truestreamfiber.com
Route Servers: No
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
March 2, 2022
Re: Please welcome Great Plains Network to MICE!
by Doug McIntyre
On Tue, Mar 01, 2022 at 05:31:00PM -0600, Jeremy Lumby wrote:
>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
I've got this setup in the RRs now.
Welcome!
March 2, 2022
Re: FCC 22-18A1 Secure Internet Routing Notice of Inquiry
by Jay Hanke
If you have ARIN blocks, the RPKI registration is generally
straightforward. You can get quite a bit of the benefit of RPKI by just
registering your blocks which locks them to your OriginASN. Even if not all
providers support the filtering yet it should dramatically improve the
situation if you were to get hijacked.
We're filtering at QCIX and occasionally see invalid networks get filtered.
It's been dropping off as the larger networks have started enforcement.
On Wed, Mar 2, 2022 at 8:08 AM Frank Bulk <fbulk(a)mypremieronline.com> wrote:
> This was also brought to the NTCA’s CyberSecurity’s Working Group as well,
> so if you have feedback on this NOI, please share.
>
>
>
> Frank
>
>
>
> *From:* MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> * On Behalf Of *Richard
> Laager
> *Sent:* Tuesday, March 1, 2022 3:38 PM
> *To:* MICE-DISCUSS(a)LISTS.IPHOUSE.NET
> *Subject:* [MICE-DISCUSS] FCC 22-18A1 Secure Internet Routing Notice of
> Inquiry
>
>
>
> 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
>
>
> ------------------------------
>
> To unsubscribe from the MICE-DISCUSS list, click the following link:
> http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
>
> ------------------------------
>
> To unsubscribe from the MICE-DISCUSS list, click the following link:
> http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
>
--
Jay Hanke, President
South Front Networks
jayhanke(a)southfront.io
Phone 612-204-0000
March 2, 2022
Re: Mice outage
by Jay Hanke
The WCTA MICE connection was not affected by the maintenance.
Here the WCTA over the past week (from cacti graphing):
[image: image.png]
The uplink to the server that makes the graphs for the portal was affected.
On Wed, Mar 2, 2022 at 7:56 AM Steve Savoy <stevesavoy(a)wctatel.com> wrote:
> Hi everyone,
>
>
>
> I have not been notified of maintenance windows – two days in a row.
> Anyone else?
>
>
>
>
>
> 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.
>
> ------------------------------
>
> To unsubscribe from the MICE-DISCUSS list, click the following link:
> http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
>
--
Jay Hanke, President
South Front Networks
jayhanke(a)southfront.io
Phone 612-204-0000
March 2, 2022
Re: SFN MICE Port Moves
by Jay Hanke
The plan was to only move the ports that were affected by a fiber move
in Cedar Rapids. The Router12 and Omnitel ports got moved by mistake.
SFN didn't catch it until we got the hands off notification from the
vendor at 6 AM and the alarms hadn't cleared. Rather than rolling a
technician to move the jumper back we enabled the new ports to prevent
a second outage.
On Wed, Mar 2, 2022 at 7:43 AM Ryan Malek <rmalek(a)router12.net> wrote:
>
> Was this the cause of MICE being down last night for me? I knew there was a maint window, but thought it was just QCIX. Was REALLY hoping I didn't lock out again already after just doing FW.
>
>
>
> ________________________________
> Ryan Malek - Router12 Networks LLC
> Internet, Phone, and Hosted Services
>
> Ph. 641.420.7180
> On 3/2/2022 6:59 AM, Jay Hanke wrote:
>
> 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
>
>
> ________________________________
>
> To unsubscribe from the MICE-DISCUSS list, click the following link:
> http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
--
Jay Hanke, President
South Front Networks
jayhanke(a)southfront.io
Phone 612-204-0000
March 2, 2022
Re: FCC 22-18A1 Secure Internet Routing Notice of Inquiry
by Frank Bulk
This was also brought to the NTCA’s CyberSecurity’s Working Group as well, so if you have feedback on this NOI, please share.
Frank
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> On Behalf Of Richard Laager
Sent: Tuesday, March 1, 2022 3:38 PM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET
Subject: [MICE-DISCUSS] FCC 22-18A1 Secure Internet Routing Notice of Inquiry
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
________________________________
To unsubscribe from the MICE-DISCUSS list, click the following link:
http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
March 2, 2022
Mice outage
by Steve Savoy
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.
March 2, 2022
Re: SFN MICE Port Moves
by Ryan Malek
Apologies, wrong reply button.
------------------------------------------------------------------------
Ryan Malek - Router12 Networks LLC
Internet, Phone, and Hosted Services
Ph. 641.420.7180
On 3/2/2022 7:43 AM, Ryan Malek wrote:
>
> Was this the cause of MICE being down last night for me? I knew there
> was a maint window, but thought it was just QCIX. Was REALLY hoping I
> didn't lock out again already after just doing FW.
>
>
>
> ------------------------------------------------------------------------
> Ryan Malek - Router12 Networks LLC
> Internet, Phone, and Hosted Services
>
> Ph. 641.420.7180
> On 3/2/2022 6:59 AM, Jay Hanke wrote:
>> 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
>
> ------------------------------------------------------------------------
>
> To unsubscribe from the MICE-DISCUSS list, click the following link:
> http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
> <http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1>
>
March 2, 2022
Re: SFN MICE Port Moves
by Ryan Malek
Was this the cause of MICE being down last night for me? I knew there
was a maint window, but thought it was just QCIX. Was REALLY hoping I
didn't lock out again already after just doing FW.
------------------------------------------------------------------------
Ryan Malek - Router12 Networks LLC
Internet, Phone, and Hosted Services
Ph. 641.420.7180
On 3/2/2022 6:59 AM, Jay Hanke wrote:
> 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
March 2, 2022
SFN MICE Port Moves
by Jay Hanke
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
March 2, 2022
Please welcome Great Plains Network to MICE!
by Jeremy Lumby
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
March 1, 2022
FCC 22-18A1 Secure Internet Routing Notice of Inquiry
by Richard Laager
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
March 1, 2022
Re: [OT] Lumen TDM Issues
by Bahls, Dean
Heard there is a Zayo issue somewhere, but not sure where yet. I am
seeking answers.
On Sun, Feb 27, 2022 at 4:41 PM Richard Laager <rlaager(a)wiktel.com> wrote:
> 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
>
--
*Dean Bahls*
Network Operations Manager | Fiber Minnesota
14 Main St SW | P.O. Box J | Menahga, MN 56464
218.564.1321 (Direct) | 218.564.3000 (Main Office)
dean.bahls(a)fiberminnesota.com <dean.bahls(a)cooperative-networks.com>
Feb. 28, 2022
[OT] Lumen TDM Issues
by Richard Laager
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
Feb. 27, 2022
Re: MICE Bylaws Changes
by Ben Wiechman
Thank you for that explanation. Looks like the replacement question is
handled through various mechanisms.
Ben Wiechman
Director of IP Strategy and Engineering
320.247.3224 | ben.wiechman(a)arvig.com
Arvig | 224 East Main Street | Melrose, MN 56352 | arvig.com
On Fri, Feb 25, 2022 at 4:06 PM Richard Laager <rlaager(a)wiktel.com> wrote:
> On 2/25/22 00:53, Frank Bulk wrote:
>
> In section 2.17(c) there’s this sentence: “If the governor is not
> reinstated by affirmative vote, the position shall be filled by a vote of
> the Members.” I assume that those two actions (“vote to not reinstate” and
> “vote to fill the vacant position”) don’t have to happen at the same
> meeting/time?
>
> My impression is that they would happen at the same time. Even if not in
> theory, then still in practice.
>
>
> On 2/25/22 10:44, Ben Wiechman wrote:
>
> Is there a specific timeline specified for filling a vacant Board
> position?
>
> TL;DR: The minimum would be the board fills it immediately. The maximum
> would be the members fill it at the next regular (fall) meeting.
>
>
> There are a few ways this can play out. Let's say I'm the governor being
> removed, for the sake of the example.
>
> 1. A majority of the other governors (Anthony and Reid) vote to remove me.
> Since we have a 3 person board, this requires both of them to be a majority
> of the remaining 2.
>
> 2. They may or may not replace me at that point (e.g. by someone named
> "Bob" for the example), using their power under the existing 2.4, which
> reads (emphasis added):
>
> "*Vacancies on the Board of Governors resulting from the* death,
> resignation, *removal*, or disqualification *of a governor may be filled
> by the affirmative vote of a majority of the remaining governors*, even
> though less than a quorum."
>
> 3. They give me notice that they have removed me.
>
> 4. I may (if the removal was for one of the stated reasons for which
> appeal is allowed), give notice that I want the members to vote to retain
> me. If I do, the the board then calls a special meeting for this purpose.
>
> Note that even if I don't request a retention vote, the board could
> (whether or not they temporarily filled the seat), call a special meeting
> for the members to elect a replacement.
>
>
> 5A. There is a special meeting.
>
> If we are having a retention vote and the members voted to retain me:
>
> If the board replaced me with "Bob", then the other part of 2.4 comes into
> play (emphasis added): "*Each person elected to fill a vacancy shall hold
> office until a qualified successor is elected by the members* at the next
> regular meeting or *at any special meeting duly called for that purpose.*"
>
> In this scenario, I am the the qualified successor to "Bob" elected by the
> members at a special meeting called for that purpose. Bob loses his
> temporary seat and I'm back in.
>
> Otherwise (the retention vote failed or wasn't requested):
>
> If the board replaced me already, then the members would presumably vote
> to elect the replacement ("Bob"). But other people could run against that
> person; maybe "Joe" runs against "Bob". So the second vote is between e.g.
> those two.
>
> Whoever is chosen is then the qualified successor elected by the members
> at a special meeting called for that purpose.
>
>
> 5B. If I don't request retention and the board does not call a special
> meeting anyway...
>
> If the board replaced me with "Bob", that seat is explicitly up for
> election at the next annual (fall) meeting. Again, existing 2.4 (emphasis
> added), "Each person elected to fill a vacancy shall hold office until a
> qualified successor is elected by the members* at the next regular
> meeting*".
>
> If the board left the seat open, I think it's pretty clearly implied that
> the seat would be up for election at the next regular meeting. Electing
> governors is literally the reason for the regular meetings. Even if you
> read section 1.3's piece about elections to *not* cover vacancies, note
> that the members "may transact any other business; provided [...condition
> that doesn't apply here...]". So the members have the power to elect a
> replacement.
>
>
> --
> Richard
>
>
> ------------------------------
>
> To unsubscribe from the MICE-DISCUSS list, click the following link:
> http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
>
Feb. 25, 2022
Re: MICE Bylaws Changes
by Richard Laager
On 2/25/22 00:53, Frank Bulk wrote:
> In section 2.17(c) there’s this sentence: “If the governor is not
> reinstated by affirmative vote, the position shall be filled by a vote
> of the Members.” I assume that those two actions (“vote to not
> reinstate” and “vote to fill the vacant position”) don’t have to
> happen at the same meeting/time?
My impression is that they would happen at the same time. Even if not in
theory, then still in practice.
On 2/25/22 10:44, Ben Wiechman wrote:
> Is there a specific timeline specified for filling a vacant Board
> position?
TL;DR: The minimum would be the board fills it immediately. The maximum
would be the members fill it at the next regular (fall) meeting.
There are a few ways this can play out. Let's say I'm the governor being
removed, for the sake of the example.
1. A majority of the other governors (Anthony and Reid) vote to remove
me. Since we have a 3 person board, this requires both of them to be a
majority of the remaining 2.
2. They may or may not replace me at that point (e.g. by someone named
"Bob" for the example), using their power under the existing 2.4, which
reads (emphasis added):
"*Vacancies on the Board of Governors resulting from the* death,
resignation, *removal*, or disqualification *of a governor may be filled
by the affirmative vote of a majority of the remaining governors*, even
though less than a quorum."
3. They give me notice that they have removed me.
4. I may (if the removal was for one of the stated reasons for which
appeal is allowed), give notice that I want the members to vote to
retain me. If I do, the the board then calls a special meeting for this
purpose.
Note that even if I don't request a retention vote, the board could
(whether or not they temporarily filled the seat), call a special
meeting for the members to elect a replacement.
5A. There is a special meeting.
If we are having a retention vote and the members voted to retain me:
If the board replaced me with "Bob", then the other part of 2.4
comes into play (emphasis added): "*Each person elected to fill
a vacancy shall hold office until a qualified successor is
elected by the members* at the next regular meeting or *at any
special meeting duly called for that purpose.*"
In this scenario, I am the the qualified successor to "Bob"
elected by the members at a special meeting called for that
purpose. Bob loses his temporary seat and I'm back in.
Otherwise (the retention vote failed or wasn't requested):
If the board replaced me already, then the members would
presumably vote to elect the replacement ("Bob"). But other
people could run against that person; maybe "Joe" runs against
"Bob". So the second vote is between e.g. those two.
Whoever is chosen is then the qualified successor elected by the
members at a special meeting called for that purpose.
5B. If I don't request retention and the board does not call a special
meeting anyway...
If the board replaced me with "Bob", that seat is explicitly up for
election at the next annual (fall) meeting. Again, existing 2.4
(emphasis added), "Each person elected to fill a vacancy shall hold
office until a qualified successor is elected by the members*at the
next regular meeting*".
If the board left the seat open, I think it's pretty clearly implied
that the seat would be up for election at the next regular meeting.
Electing governors is literally the reason for the regular meetings.
Even if you read section 1.3's piece about elections to /not/ cover
vacancies, note that the members "may transact any other business;
provided [...condition that doesn't apply here...]". So the members
have the power to elect a replacement.
--
Richard
Feb. 25, 2022
MICE UG 40
by Richard Laager
Note: Change of date and moving to online.
MICE UG 40 will be March 11 at 3:00 PM, held online.
This will be the usual business meeting plus voting on bylaws changes.
On March 16, the previously scheduled date, those of us at MTA (and
anyone else interested, of course) will get together for a MICE social.
Details TBD.
--
Richard
Feb. 25, 2022
Re: MICE Bylaws Changes
by Ben Wiechman
In general I support this.
Question #1:
I'll piggy back on Frank's question. Is there a specific timeline specified
for filling a vacant Board position?
Question #2:
2.11.iii ends with "and". Are all four forms of notice required to be
given, or is the intent to provide notice using one of the four options?
i.e. "The notice is deemed given by *one or more of*:" or similar? Remove
the "and"
Ben Wiechman
Director of IP Strategy and Engineering
320.247.3224 | ben.wiechman(a)arvig.com
Arvig | 224 East Main Street | Melrose, MN 56352 | arvig.com
On Fri, Feb 25, 2022 at 12:53 AM Frank Bulk <fbulk(a)mypremieronline.com>
wrote:
> Thanks to Richard and all those who contributed to the discussion and
> changes!
>
>
>
> This all seems pretty good to me, but I did have a minor question about
> one thing. In section 2.17(c) there’s this sentence: “If the governor is
> not reinstated by affirmative vote, the position shall be filled by a vote
> of the Members.” I assume that those two actions (“vote to not reinstate”
> and “vote to fill the vacant position”) don’t have to happen at the same
> meeting/time?
>
>
>
> Frank
>
>
>
> *From:* MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> * On Behalf Of *Richard
> Laager
> *Sent:* Thursday, February 24, 2022 10:19 PM
> *To:* MICE-DISCUSS(a)LISTS.IPHOUSE.NET
> *Subject:* [MICE-DISCUSS] MICE Bylaws Changes
>
>
>
> 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:
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>
> ------------------------------
>
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>
Feb. 25, 2022
Re: MICE Bylaws Changes
by Dean Bahls
Well done Richard!
It seems to me that these were all worthwhile changes to keep things moving!
Dean
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> On Behalf Of Richard Laager
Sent: Thursday, February 24, 2022 10:19 PM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET
Subject: [MICE-DISCUSS] MICE Bylaws Changes
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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Feb. 25, 2022
Re: MICE Bylaws Changes
by Frank Bulk
Thanks to Richard and all those who contributed to the discussion and changes!
This all seems pretty good to me, but I did have a minor question about one thing. In section 2.17(c) there’s this sentence: “If the governor is not reinstated by affirmative vote, the position shall be filled by a vote of the Members.” I assume that those two actions (“vote to not reinstate” and “vote to fill the vacant position”) don’t have to happen at the same meeting/time?
Frank
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> On Behalf Of Richard Laager
Sent: Thursday, February 24, 2022 10:19 PM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET
Subject: [MICE-DISCUSS] MICE Bylaws Changes
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
Feb. 25, 2022
Re: MICE Bylaws Changes
by Nevin Lyne
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
Feb. 25, 2022
Re: MICE Bylaws Changes
by Shaun Carlson
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
Feb. 25, 2022
Re: MICE Bylaws Changes
by Reid Fishler
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
Feb. 25, 2022
MICE Bylaws Changes
by Richard Laager
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
Feb. 25, 2022
Re: Advanced Communications
by Justin Krejci
range.net I think
________________________________
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> on behalf of Richard Laager <rlaager(a)WIKTEL.COM>
Sent: Thursday, February 24, 2022 1:16 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET
Subject: [MICE-DISCUSS] Advanced Communications
Anyone know which MICE member also goes by Advanced Communications?
--
Richard
Feb. 24, 2022
Advanced Communications
by Richard Laager
Anyone know which MICE member also goes by Advanced Communications?
--
Richard
Feb. 24, 2022
Please welcome Savage Communications Inc. to MICE!
by Jeremy Lumby
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
Feb. 23, 2022
Re: Cacti
by Jeremy Lumby
Thanks for the quick turnaround.
From: MICE Discuss [mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET] On Behalf Of Justin Krejci
Sent: Thursday, February 17, 2022 8:16 PM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET
Subject: Re: [MICE-DISCUSS] Cacti
This should be now resolved. There was an underlying storage issue for the hypervisor. Of course after the issue was resolved the VM's filesystem already went into read-only mode so I had to reboot it, run a required a fsck, then another reboot. It should be all working normally now.
Aside from the data gap/loss, ping me off-list if you see any issues with the server still.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> on behalf of Jeremy Lumby <jlumby(a)MNVOIP.COM>
Sent: Thursday, February 17, 2022 7:19 PM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET
Subject: [MICE-DISCUSS] Cacti
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
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
To unsubscribe from the MICE-DISCUSS list, click the following link:
http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
Feb. 18, 2022
Re: Cacti
by Justin Krejci
This should be now resolved. There was an underlying storage issue for the hypervisor. Of course after the issue was resolved the VM's filesystem already went into read-only mode so I had to reboot it, run a required a fsck, then another reboot. It should be all working normally now.
Aside from the data gap/loss, ping me off-list if you see any issues with the server still.
________________________________
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> on behalf of Jeremy Lumby <jlumby(a)MNVOIP.COM>
Sent: Thursday, February 17, 2022 7:19 PM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET
Subject: [MICE-DISCUSS] Cacti
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
Feb. 18, 2022
Cacti
by Jeremy Lumby
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
Feb. 18, 2022
Please welcome Hurricane Electric to MICE!
by Jeremy Lumby
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
Feb. 17, 2022
Re: FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
by Justin Krejci
I believe it is just simpler for everyone involved when you are an NCTC member but I don't think it is a requirement necessarily. As Frank suggests, if you're interested in their services you should just reach out to them directly and they can tell you what they can and will do for you given your network and usage numbers. In my experience so far Qwilt are decent folks: I am still working through their process to get a deployment for our network and they have been competent and reasonable to work with so far.
To contrast the email subject, because they are in the open caching market, they do not carry only Amazon content.
________________________________
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> on behalf of Frank Bulk <fbulk(a)MYPREMIERONLINE.COM>
Sent: Wednesday, February 16, 2022 12:09 PM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
I don’t know if it’s exclusive to the NCTC or not – you could reach out to Qwilt and just ask them what options they have for you.
Frank
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> On Behalf Of Ryan Malek
Sent: Wednesday, February 16, 2022 11:28 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
Is this offering going to be available to non NCTC members at a cost? (Is this maybe part of Qwilts default offering? )
TLDR: Is the Qwilt platform worth it outside of being an NCTC Member? :)
________________________________
Ryan Malek - Router12 Networks LLC
Internet, Phone, and Hosted Services
Ph. 641.420.7180
On 2/16/2022 11:08 AM, Frank Bulk wrote:
If you’re an NCTC member there’s an opportunity to avoid transit costs and IX bandwidth concerns by serving the traffic from your own network using an “open” CDN: https://www.qwilt.com/nctc-and-qwilt-launch-joint-initiative-to-upgrade-nct…<https://url-shield.securence.com/?p=1.0&r=jkrejci@usinternet.com&sid=164503…>
There’s no cost to NCTC members (just your own rack space, power, cooling, ports, and time).
Frank
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET><mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET> On Behalf Of Justin Krejci
Sent: Tuesday, January 18, 2022 10:56 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
Definitely legit and definitely worth pursuing additional connectivity with Amazon and CDNs that Amazon will use to distribute their NFL streaming content.
We have peering active with Amazon at four IX locations (including MICE) and are trying to get some PNIs with them now too. https://aws.amazon.com/peering/locations/ This page lists Cologix Minneapolis as a site where interconnection can happen. If you have a lot of eyeballs on your network, you should definitely pursue adding/augmenting connectivity to Amazon.
________________________________
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>> on behalf of Steve Savoy <stevesavoy(a)WCTATEL.COM<mailto:stevesavoy@WCTATEL.COM>>
Sent: Tuesday, January 18, 2022 8:55 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
Thanks Jeremy!
I'll give it another try.
Steve
-----Original Message-----
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>> On Behalf Of Jeremy Lumby
Sent: Tuesday, January 18, 2022 8:49 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
Steve,
Amazon can be notoriously difficult to get to respond, and when they finally do it can often take a couple months. They have recently moved to regional peering addresses, and it is worth sending the request to peering-amer(a)amazon.com<mailto:peering-amer@amazon.com> if you have not already.
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<mailto:jlumby@mnvoip.com>
From: MICE Discuss [mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET] On Behalf Of Steve Savoy
Sent: Tuesday, January 18, 2022 8:01 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
I’m just jealous that you are able to peer with Amazon.
Been trying for 2 years now and nothing but ‘crickets’………… 😉
Steve
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>> On Behalf Of Dean Bahls
Sent: Tuesday, January 18, 2022 6:28 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
While I haven’t gotten that specific email from them, I’ve gotten several Telegeography emails since 2012. They are referenced by Light Reading Daily quite a bit. They *seem* to be a legit research firm contracted by multiple companies.
The Amazon / TNF partnership is a real deal….and MICE needs to be prepared for a potential uptick in traffic on Thursdays.
Dean
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>> On Behalf Of AnthonyAnderberg(a)NUVERA.NET<mailto:AnthonyAnderberg@NUVERA.NET>
Sent: Tuesday, January 18, 2022 1:27 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
Has anyone else gotten an email like this?
On the surface it seems legit, and I always like the opportunity to talk about MICE, but I’m not sure how I feel about sharing such info...
Thanks in advance,
Anthony
On Thu, Dec 16, 2021 at 1:29 PM Nataliya Coll <ncoll(a)telegeography.com<mailto:ncoll@telegeography.com>> wrote:
Hi David and Anthony,
I am a telecoms analyst with TeleGeography in Washington, DC. We have been contracted by Amazon Prime Video (APV) to survey ISPs across the country in preparation for Prime Video’s exclusive presentation of NFL Thursday Night Football (TNF) starting with the 2022 NFL season.
The attached letter from Amazon Prime Video provides more detail about their network planning initiative.
To help avoid congestion on your network during upcoming games, Amazon is asking us to query you so that they may better understand your network point(s) of contact, service coverage area, CDN provider(s), IP Transit provider(s), etc.
Are you the correct contact person within your network operations team to respond to these questions? If not, can you please direct me to the right person within your network operations team?
If you have any questions, feel free to contact me via email or let me know if you would like to set up a call with me.
Thank you so much for your cooperation.
Nataliya Coll
Research Analyst, Europe & Eurasia
TeleGeography, a Division of PriMetrica, Inc.
One Thomas Circle, NW, Suite 360
Washington, DC 20005 USA
www.telegeography.com<https://url-shield.securence.com/?p=1.0&r=jkrejci@usinternet.com&sid=164503…>
+1 (202) 741-0066
________________________________________
To unsubscribe from the MICE-DISCUSS list, click the following link:
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To unsubscribe from the MICE-DISCUSS list, click the following link:
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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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________________________________
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Feb. 16, 2022
Re: FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
by Frank Bulk
I don’t know if it’s exclusive to the NCTC or not – you could reach out to Qwilt and just ask them what options they have for you.
Frank
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> On Behalf Of Ryan Malek
Sent: Wednesday, February 16, 2022 11:28 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
Is this offering going to be available to non NCTC members at a cost? (Is this maybe part of Qwilts default offering? )
TLDR: Is the Qwilt platform worth it outside of being an NCTC Member? :)
________________________________
Ryan Malek - Router12 Networks LLC
Internet, Phone, and Hosted Services
Ph. 641.420.7180
On 2/16/2022 11:08 AM, Frank Bulk wrote:
If you’re an NCTC member there’s an opportunity to avoid transit costs and IX bandwidth concerns by serving the traffic from your own network using an “open” CDN: https://www.qwilt.com/nctc-and-qwilt-launch-joint-initiative-to-upgrade-nct…
There’s no cost to NCTC members (just your own rack space, power, cooling, ports, and time).
Frank
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET><mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET> On Behalf Of Justin Krejci
Sent: Tuesday, January 18, 2022 10:56 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
Definitely legit and definitely worth pursuing additional connectivity with Amazon and CDNs that Amazon will use to distribute their NFL streaming content.
We have peering active with Amazon at four IX locations (including MICE) and are trying to get some PNIs with them now too. https://aws.amazon.com/peering/locations/ This page lists Cologix Minneapolis as a site where interconnection can happen. If you have a lot of eyeballs on your network, you should definitely pursue adding/augmenting connectivity to Amazon.
________________________________
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>> on behalf of Steve Savoy <stevesavoy(a)WCTATEL.COM<mailto:stevesavoy@WCTATEL.COM>>
Sent: Tuesday, January 18, 2022 8:55 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
Thanks Jeremy!
I'll give it another try.
Steve
-----Original Message-----
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>> On Behalf Of Jeremy Lumby
Sent: Tuesday, January 18, 2022 8:49 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
Steve,
Amazon can be notoriously difficult to get to respond, and when they finally do it can often take a couple months. They have recently moved to regional peering addresses, and it is worth sending the request to peering-amer(a)amazon.com<mailto:peering-amer@amazon.com> if you have not already.
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<mailto:jlumby@mnvoip.com>
From: MICE Discuss [mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET] On Behalf Of Steve Savoy
Sent: Tuesday, January 18, 2022 8:01 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
I’m just jealous that you are able to peer with Amazon.
Been trying for 2 years now and nothing but ‘crickets’………… 😉
Steve
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>> On Behalf Of Dean Bahls
Sent: Tuesday, January 18, 2022 6:28 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
While I haven’t gotten that specific email from them, I’ve gotten several Telegeography emails since 2012. They are referenced by Light Reading Daily quite a bit. They *seem* to be a legit research firm contracted by multiple companies.
The Amazon / TNF partnership is a real deal….and MICE needs to be prepared for a potential uptick in traffic on Thursdays.
Dean
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>> On Behalf Of AnthonyAnderberg(a)NUVERA.NET<mailto:AnthonyAnderberg@NUVERA.NET>
Sent: Tuesday, January 18, 2022 1:27 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
Has anyone else gotten an email like this?
On the surface it seems legit, and I always like the opportunity to talk about MICE, but I’m not sure how I feel about sharing such info...
Thanks in advance,
Anthony
On Thu, Dec 16, 2021 at 1:29 PM Nataliya Coll <ncoll(a)telegeography.com<mailto:ncoll@telegeography.com>> wrote:
Hi David and Anthony,
I am a telecoms analyst with TeleGeography in Washington, DC. We have been contracted by Amazon Prime Video (APV) to survey ISPs across the country in preparation for Prime Video’s exclusive presentation of NFL Thursday Night Football (TNF) starting with the 2022 NFL season.
The attached letter from Amazon Prime Video provides more detail about their network planning initiative.
To help avoid congestion on your network during upcoming games, Amazon is asking us to query you so that they may better understand your network point(s) of contact, service coverage area, CDN provider(s), IP Transit provider(s), etc.
Are you the correct contact person within your network operations team to respond to these questions? If not, can you please direct me to the right person within your network operations team?
If you have any questions, feel free to contact me via email or let me know if you would like to set up a call with me.
Thank you so much for your cooperation.
Nataliya Coll
Research Analyst, Europe & Eurasia
TeleGeography, a Division of PriMetrica, Inc.
One Thomas Circle, NW, Suite 360
Washington, DC 20005 USA
www.telegeography.com<http://www.telegeography.com>
+1 (202) 741-0066
________________________________________
To unsubscribe from the MICE-DISCUSS list, click the following link:
http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
________________________________________
To unsubscribe from the MICE-DISCUSS list, click the following link:
http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
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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________________________________
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________________________________
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________________________________
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Feb. 16, 2022
Re: FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
by Ryan Malek
Is this offering going to be available to non NCTC members at a cost?
(Is this maybe part of Qwilts default offering? )
TLDR: Is the Qwilt platform worth it outside of being an NCTC Member? :)
------------------------------------------------------------------------
Ryan Malek - Router12 Networks LLC
Internet, Phone, and Hosted Services
Ph. 641.420.7180
On 2/16/2022 11:08 AM, Frank Bulk wrote:
>
> If you’re an NCTC member there’s an opportunity to avoid transit costs
> and IX bandwidth concerns by serving the traffic from your own network
> using an “open” CDN:
> https://www.qwilt.com/nctc-and-qwilt-launch-joint-initiative-to-upgrade-nct…
>
> There’s no cost to NCTC members (just your own rack space, power,
> cooling, ports, and time).
>
> Frank
>
> *From:* MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> *On Behalf Of
> *Justin Krejci
> *Sent:* Tuesday, January 18, 2022 10:56 AM
> *To:* MICE-DISCUSS(a)LISTS.IPHOUSE.NET
> *Subject:* Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon
> Prime Video - Network Questionnaire
>
> Definitely legit and definitely worth pursuing additional connectivity
> with Amazon and CDNs that Amazon will use to distribute their NFL
> streaming content.
>
> We have peering active with Amazon at four IX locations (including
> MICE) and are trying to get some PNIs with them now too.
> https://aws.amazon.com/peering/locations/ This page lists Cologix
> Minneapolis as a site where interconnection can happen. If you have a
> lot of eyeballs on your network, you should definitely pursue
> adding/augmenting connectivity to Amazon.
>
> ------------------------------------------------------------------------
>
> *From:*MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> on behalf of
> Steve Savoy <stevesavoy(a)WCTATEL.COM>
> *Sent:* Tuesday, January 18, 2022 8:55 AM
> *To:* MICE-DISCUSS(a)LISTS.IPHOUSE.NET
> *Subject:* Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon
> Prime Video - Network Questionnaire
>
> Thanks Jeremy!
>
> I'll give it another try.
>
> Steve
>
> -----Original Message-----
> From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> On Behalf Of
> Jeremy Lumby
> Sent: Tuesday, January 18, 2022 8:49 AM
> To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET
> Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon
> Prime Video - Network Questionnaire
>
> Steve,
>
> Amazon can be notoriously difficult to get to respond, and
> when they finally do it can often take a couple months. They have
> recently moved to regional peering addresses, and it is worth sending
> the request to peering-amer(a)amazon.com if you have not already.
>
>
> 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
>
>
>
> From: MICE Discuss [mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET
> <mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>] On Behalf Of Steve Savoy
> Sent: Tuesday, January 18, 2022 8:01 AM
> To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET
> Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon
> Prime Video - Network Questionnaire
>
> I’m just jealous that you are able to peer with Amazon.
>
> Been trying for 2 years now and nothing but ‘crickets’………… 😉
>
> Steve
>
> From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> On Behalf Of Dean
> Bahls
> Sent: Tuesday, January 18, 2022 6:28 AM
> To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET
> Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon
> Prime Video - Network Questionnaire
>
> While I haven’t gotten that specific email from them, I’ve gotten
> several Telegeography emails since 2012. They are referenced by Light
> Reading Daily quite a bit. They *seem* to be a legit research firm
> contracted by multiple companies.
>
> The Amazon / TNF partnership is a real deal….and MICE needs to be
> prepared for a potential uptick in traffic on Thursdays.
>
> Dean
>
>
> From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> On Behalf Of
> AnthonyAnderberg(a)NUVERA.NET
> Sent: Tuesday, January 18, 2022 1:27 AM
> To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET
> Subject: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime
> Video - Network Questionnaire
>
> Has anyone else gotten an email like this?
>
> On the surface it seems legit, and I always like the opportunity to
> talk about MICE, but I’m not sure how I feel about sharing such info...
>
> Thanks in advance,
> Anthony
>
>
> On Thu, Dec 16, 2021 at 1:29 PM Nataliya Coll
> <ncoll(a)telegeography.com> wrote:
> Hi David and Anthony,
>
> I am a telecoms analyst with TeleGeography in Washington, DC. We have
> been contracted by Amazon Prime Video (APV) to survey ISPs across the
> country in preparation for Prime Video’s exclusive presentation of NFL
> Thursday Night Football (TNF) starting with the 2022 NFL season.
> The attached letter from Amazon Prime Video provides more detail about
> their network planning initiative.
>
> To help avoid congestion on your network during upcoming games, Amazon
> is asking us to query you so that they may better understand your
> network point(s) of contact, service coverage area, CDN provider(s),
> IP Transit provider(s), etc.
>
> Are you the correct contact person within your network operations team
> to respond to these questions? If not, can you please direct me to the
> right person within your network operations team?
>
> If you have any questions, feel free to contact me via email or let me
> know if you would like to set up a call with me.
>
> Thank you so much for your cooperation.
>
>
> Nataliya Coll
> Research Analyst, Europe & Eurasia
> TeleGeography, a Division of PriMetrica, Inc.
> One Thomas Circle, NW, Suite 360
> Washington, DC 20005 USA
> www.telegeography.com <http://www.telegeography.com>
> +1 (202) 741-0066
>
> ________________________________________
> To unsubscribe from the MICE-DISCUSS list, click the following link:
> http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
> <http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1>
>
> ________________________________________
> To unsubscribe from the MICE-DISCUSS list, click the following link:
> http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
> <http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1>
> 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.
>
> ________________________________________
> To unsubscribe from the MICE-DISCUSS list, click the following link:
> http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
> <http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1>
>
> ------------------------------------------------------------------------
>
> To unsubscribe from the MICE-DISCUSS list, click the following link:
> http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
> <http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1>
>
>
> ------------------------------------------------------------------------
>
> To unsubscribe from the MICE-DISCUSS list, click the following link:
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> <http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1>
>
Feb. 16, 2022
Re: FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
by Justin Huffman
I echo what Frank said. We are going with Qwilt as well.
Justin
Long Lines Broadband
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> On Behalf Of Frank Bulk
Sent: Wednesday, February 16, 2022 11:09 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
WARNING!! This message originated from an External Source. Please use proper judgment and caution when opening attachments, clicking links, or responding to this email.
If you’re an NCTC member there’s an opportunity to avoid transit costs and IX bandwidth concerns by serving the traffic from your own network using an “open” CDN: https://www.qwilt.com/nctc-and-qwilt-launch-joint-initiative-to-upgrade-nct…
There’s no cost to NCTC members (just your own rack space, power, cooling, ports, and time).
Frank
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>> On Behalf Of Justin Krejci
Sent: Tuesday, January 18, 2022 10:56 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
Definitely legit and definitely worth pursuing additional connectivity with Amazon and CDNs that Amazon will use to distribute their NFL streaming content.
We have peering active with Amazon at four IX locations (including MICE) and are trying to get some PNIs with them now too. https://aws.amazon.com/peering/locations/ This page lists Cologix Minneapolis as a site where interconnection can happen. If you have a lot of eyeballs on your network, you should definitely pursue adding/augmenting connectivity to Amazon.
________________________________
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>> on behalf of Steve Savoy <stevesavoy(a)WCTATEL.COM<mailto:stevesavoy@WCTATEL.COM>>
Sent: Tuesday, January 18, 2022 8:55 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
Thanks Jeremy!
I'll give it another try.
Steve
-----Original Message-----
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>> On Behalf Of Jeremy Lumby
Sent: Tuesday, January 18, 2022 8:49 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
Steve,
Amazon can be notoriously difficult to get to respond, and when they finally do it can often take a couple months. They have recently moved to regional peering addresses, and it is worth sending the request to peering-amer(a)amazon.com<mailto:peering-amer@amazon.com> if you have not already.
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<mailto:jlumby@mnvoip.com>
From: MICE Discuss [mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET] On Behalf Of Steve Savoy
Sent: Tuesday, January 18, 2022 8:01 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
I’m just jealous that you are able to peer with Amazon.
Been trying for 2 years now and nothing but ‘crickets’………… 😉
Steve
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>> On Behalf Of Dean Bahls
Sent: Tuesday, January 18, 2022 6:28 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
While I haven’t gotten that specific email from them, I’ve gotten several Telegeography emails since 2012. They are referenced by Light Reading Daily quite a bit. They *seem* to be a legit research firm contracted by multiple companies.
The Amazon / TNF partnership is a real deal….and MICE needs to be prepared for a potential uptick in traffic on Thursdays.
Dean
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>> On Behalf Of AnthonyAnderberg(a)NUVERA.NET<mailto:AnthonyAnderberg@NUVERA.NET>
Sent: Tuesday, January 18, 2022 1:27 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
Has anyone else gotten an email like this?
On the surface it seems legit, and I always like the opportunity to talk about MICE, but I’m not sure how I feel about sharing such info...
Thanks in advance,
Anthony
On Thu, Dec 16, 2021 at 1:29 PM Nataliya Coll <ncoll(a)telegeography.com<mailto:ncoll@telegeography.com>> wrote:
Hi David and Anthony,
I am a telecoms analyst with TeleGeography in Washington, DC. We have been contracted by Amazon Prime Video (APV) to survey ISPs across the country in preparation for Prime Video’s exclusive presentation of NFL Thursday Night Football (TNF) starting with the 2022 NFL season.
The attached letter from Amazon Prime Video provides more detail about their network planning initiative.
To help avoid congestion on your network during upcoming games, Amazon is asking us to query you so that they may better understand your network point(s) of contact, service coverage area, CDN provider(s), IP Transit provider(s), etc.
Are you the correct contact person within your network operations team to respond to these questions? If not, can you please direct me to the right person within your network operations team?
If you have any questions, feel free to contact me via email or let me know if you would like to set up a call with me.
Thank you so much for your cooperation.
Nataliya Coll
Research Analyst, Europe & Eurasia
TeleGeography, a Division of PriMetrica, Inc.
One Thomas Circle, NW, Suite 360
Washington, DC 20005 USA
www.telegeography.com<http://www.telegeography.com>
+1 (202) 741-0066
________________________________________
To unsubscribe from the MICE-DISCUSS list, click the following link:
http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
________________________________________
To unsubscribe from the MICE-DISCUSS list, click the following link:
http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
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.
________________________________________
To unsubscribe from the MICE-DISCUSS list, click the following link:
http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
________________________________
To unsubscribe from the MICE-DISCUSS list, click the following link:
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________________________________
To unsubscribe from the MICE-DISCUSS list, click the following link:
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Feb. 16, 2022
Re: FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
by Frank Bulk
If you’re an NCTC member there’s an opportunity to avoid transit costs and IX bandwidth concerns by serving the traffic from your own network using an “open” CDN: https://www.qwilt.com/nctc-and-qwilt-launch-joint-initiative-to-upgrade-nct…
There’s no cost to NCTC members (just your own rack space, power, cooling, ports, and time).
Frank
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> On Behalf Of Justin Krejci
Sent: Tuesday, January 18, 2022 10:56 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
Definitely legit and definitely worth pursuing additional connectivity with Amazon and CDNs that Amazon will use to distribute their NFL streaming content.
We have peering active with Amazon at four IX locations (including MICE) and are trying to get some PNIs with them now too. https://aws.amazon.com/peering/locations/ This page lists Cologix Minneapolis as a site where interconnection can happen. If you have a lot of eyeballs on your network, you should definitely pursue adding/augmenting connectivity to Amazon.
________________________________
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>> on behalf of Steve Savoy <stevesavoy(a)WCTATEL.COM<mailto:stevesavoy@WCTATEL.COM>>
Sent: Tuesday, January 18, 2022 8:55 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
Thanks Jeremy!
I'll give it another try.
Steve
-----Original Message-----
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>> On Behalf Of Jeremy Lumby
Sent: Tuesday, January 18, 2022 8:49 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
Steve,
Amazon can be notoriously difficult to get to respond, and when they finally do it can often take a couple months. They have recently moved to regional peering addresses, and it is worth sending the request to peering-amer(a)amazon.com<mailto:peering-amer@amazon.com> if you have not already.
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<mailto:jlumby@mnvoip.com>
From: MICE Discuss [mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET] On Behalf Of Steve Savoy
Sent: Tuesday, January 18, 2022 8:01 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
I’m just jealous that you are able to peer with Amazon.
Been trying for 2 years now and nothing but ‘crickets’………… 😉
Steve
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>> On Behalf Of Dean Bahls
Sent: Tuesday, January 18, 2022 6:28 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: Re: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
While I haven’t gotten that specific email from them, I’ve gotten several Telegeography emails since 2012. They are referenced by Light Reading Daily quite a bit. They *seem* to be a legit research firm contracted by multiple companies.
The Amazon / TNF partnership is a real deal….and MICE needs to be prepared for a potential uptick in traffic on Thursdays.
Dean
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>> On Behalf Of AnthonyAnderberg(a)NUVERA.NET<mailto:AnthonyAnderberg@NUVERA.NET>
Sent: Tuesday, January 18, 2022 1:27 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET<mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET>
Subject: [MICE-DISCUSS] FW: Thursday Night Football from Amazon Prime Video - Network Questionnaire
Has anyone else gotten an email like this?
On the surface it seems legit, and I always like the opportunity to talk about MICE, but I’m not sure how I feel about sharing such info...
Thanks in advance,
Anthony
On Thu, Dec 16, 2021 at 1:29 PM Nataliya Coll <ncoll(a)telegeography.com<mailto:ncoll@telegeography.com>> wrote:
Hi David and Anthony,
I am a telecoms analyst with TeleGeography in Washington, DC. We have been contracted by Amazon Prime Video (APV) to survey ISPs across the country in preparation for Prime Video’s exclusive presentation of NFL Thursday Night Football (TNF) starting with the 2022 NFL season.
The attached letter from Amazon Prime Video provides more detail about their network planning initiative.
To help avoid congestion on your network during upcoming games, Amazon is asking us to query you so that they may better understand your network point(s) of contact, service coverage area, CDN provider(s), IP Transit provider(s), etc.
Are you the correct contact person within your network operations team to respond to these questions? If not, can you please direct me to the right person within your network operations team?
If you have any questions, feel free to contact me via email or let me know if you would like to set up a call with me.
Thank you so much for your cooperation.
Nataliya Coll
Research Analyst, Europe & Eurasia
TeleGeography, a Division of PriMetrica, Inc.
One Thomas Circle, NW, Suite 360
Washington, DC 20005 USA
www.telegeography.com<http://www.telegeography.com>
+1 (202) 741-0066
________________________________________
To unsubscribe from the MICE-DISCUSS list, click the following link:
http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
________________________________________
To unsubscribe from the MICE-DISCUSS list, click the following link:
http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
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.
________________________________________
To unsubscribe from the MICE-DISCUSS list, click the following link:
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________________________________
To unsubscribe from the MICE-DISCUSS list, click the following link:
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Feb. 16, 2022
Thanks for the hat!
by Brandon Mulligan
Hi! I just want to say thanks for the hat. It came in really handy this
week :)
Feb. 2, 2022
Please welcome Cloudflare to MICE!
by Jeremy Lumby
Name: Cloudflare
Switch: MICE Main
Port: E6/17/1
ASN: 13335
IPv4: This is a port upgrade, all IP info remains the same. The new connection will be 100G
IPv6:
Peering Contact: icm(a)cloudflare.com or peering(a)cloudflare.com
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
Feb. 2, 2022
Please welcome Nuvera Communicationsto MICE!
by Jeremy Lumby
Name: Nuvera Communications
Switch: MICE Main
Port: Adding the following ports to Po33: e4/20 e4/22 e5/20 and e5/22 for a total of 8x10G
ASN: 23465
IPv4: This is a port upgrade, all IP info remains the same. The new connection will be 80G
IPv6:
Peering Contact: noc(a)nuvera.net
Route Servers: Yes
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
Feb. 2, 2022
SFN Remote Backhaul Issues
by Jay Hanke
We're currently seeing some intermittent performance issues on our third
party backhaul between the SFN Remote and Minneapolis.
Tickets have been opened.
--
Jay Hanke, President
South Front Networks
jayhanke(a)southfront.io
Phone 612-204-0000
Feb. 2, 2022
Re: Please welcome Subspace to MICE!
by Doug McIntyre
On Tue, Feb 01, 2022 at 11:59:00AM -0600, Jeremy Lumby wrote:
>Name: Subspace
>Switch: MN VoIP
>Port: Ethernet 34
>ASN: 32261
>IPv4: 206.108.255.186/24
>IPv6: 2001:504:27:0:0:7E05::1/64
>Peering Contact: peering(a)subspace.com
>Route Servers: Yes
>BFD: No
Added into the RR's.
Welcome!
Feb. 1, 2022
Please welcome Subspace to MICE!
by Jeremy Lumby
Name: Subspace
Switch: MN VoIP
Port: Ethernet 34
ASN: 32261
IPv4: 206.108.255.186/24
IPv6: 2001:504:27:0:0:7E05::1/64
Peering Contact: peering(a)subspace.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
Feb. 1, 2022
Re: NOCIX MICE Extension Proposal
by Michael Hare
Thanks Aaron and Jeremy re: the redundancy clarification. I had either overlooked or misunderstood the transport redundancy being proposed.
-Michael
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> On Behalf Of Aaron Wendel
Sent: Sunday, January 30, 2022 7:12 PM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET
Subject: Re: [MICE-DISCUSS] NOCIX MICE Extension Proposal
This goes back to my last message: I have complete confidence that Jeremy can get us from KC to MN reliably and redundantly. Within KC we operate our own DF and can spin up as much capacity as we need to wherever we need it.
If something bad we’re to happen to MN VoIP, there are plenty of other paths available to pivot to.
Aaron
On Jan 30, 2022, at 12:55 PM, Richard Laager <rlaager(a)wiktel.com<mailto:rlaager@wiktel.com>> wrote:
On 1/30/22 11:29, Michael Hare wrote:
I don't think https://www.micemn.net/technical.html needs major changes. Maybe change “Operators are responsible for the costs of operating their remote switch and the links to the core switch.” to “Operators are responsible for the costs of operating their remote switch and the links [TOWARDS] the core switch.”
I'm happy with the current language. My take on this is that remote-off-remote operators are still responsible for getting all the way to the core, congestion-free. For example, in this case, NOCIX is responsible for getting back to the core congestion-free. If they choose to go through MN VoIP, that's their business (subject to MICE board approval), but it does not release them from their obligation to get all the way back congestion-free. If MN VoIP (e.g. gets sold to Evil Telco tomorrow and) refuses to upgrade the links as needed, then NOCIX needs to find another way to get back to the core (or kill their remote switch). This is separate from MN VoIP's obligation to do the same.
--
Richard
________________________________
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Jan. 31, 2022
Re: NOCIX MICE Extension Proposal
by Reid Fishler
To to support Aaron, Hurricane is in his site as well, so if push came to
shove, he could get service from us quickly between Mice and him.
Reid
On Sun, Jan 30, 2022, 8:12 PM Aaron Wendel <aaron(a)wholesaleinternet.net>
wrote:
> This goes back to my last message: I have complete confidence that Jeremy
> can get us from KC to MN reliably and redundantly. Within KC we operate
> our own DF and can spin up as much capacity as we need to wherever we need
> it.
>
> If something bad we’re to happen to MN VoIP, there are plenty of other
> paths available to pivot to.
>
> Aaron
>
>
>
> On Jan 30, 2022, at 12:55 PM, Richard Laager <rlaager(a)wiktel.com> wrote:
>
>
> On 1/30/22 11:29, Michael Hare wrote:
>
> I don't think https://www.micemn.net/technical.html needs major changes.
> Maybe change “Operators are responsible for the costs of operating their
> remote switch and the links to the core switch.” to “Operators are
> responsible for the costs of operating their remote switch and the links
> [TOWARDS] the core switch.”
>
> I'm happy with the current language. My take on this is that
> remote-off-remote operators are still responsible for getting all the way
> to the core, congestion-free. For example, in this case, NOCIX is
> responsible for getting back to the core congestion-free. If they choose to
> go through MN VoIP, that's their business (subject to MICE board approval),
> but it does not release them from their obligation to get all the way back
> congestion-free. If MN VoIP (e.g. gets sold to Evil Telco tomorrow and)
> refuses to upgrade the links as needed, then NOCIX needs to find another
> way to get back to the core (or kill their remote switch). This is separate
> from MN VoIP's obligation to do the same.
>
> --
> Richard
>
>
> ------------------------------
>
> To unsubscribe from the MICE-DISCUSS list, click the following link:
> http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
>
>
> ------------------------------
>
> To unsubscribe from the MICE-DISCUSS list, click the following link:
> http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
>
Jan. 31, 2022
Re: NOCIX MICE Extension Proposal
by Aaron Wendel
This goes back to my last message: I have complete confidence that Jeremy can get us from KC to MN reliably and redundantly. Within KC we operate our own DF and can spin up as much capacity as we need to wherever we need it.
If something bad we’re to happen to MN VoIP, there are plenty of other paths available to pivot to.
Aaron
> On Jan 30, 2022, at 12:55 PM, Richard Laager <rlaager(a)wiktel.com> wrote:
>
>
>> On 1/30/22 11:29, Michael Hare wrote:
>> I don't think https://www.micemn.net/technical.html needs major changes. Maybe change “Operators are responsible for the costs of operating their remote switch and the links to the core switch.” to “Operators are responsible for the costs of operating their remote switch and the links [TOWARDS] the core switch.”
> I'm happy with the current language. My take on this is that remote-off-remote operators are still responsible for getting all the way to the core, congestion-free. For example, in this case, NOCIX is responsible for getting back to the core congestion-free. If they choose to go through MN VoIP, that's their business (subject to MICE board approval), but it does not release them from their obligation to get all the way back congestion-free. If MN VoIP (e.g. gets sold to Evil Telco tomorrow and) refuses to upgrade the links as needed, then NOCIX needs to find another way to get back to the core (or kill their remote switch). This is separate from MN VoIP's obligation to do the same.
> --
> Richard
>
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Jan. 31, 2022
Re: NOCIX MICE Extension Proposal
by Richard Laager
On 1/30/22 11:29, Michael Hare wrote:
>
> I don't think https://www.micemn.net/technical.html needs major
> changes. Maybe change “Operators are responsible for the costs of
> operating their remote switch and the links to the core switch.” to
> “Operators are responsible for the costs of operating their remote
> switch and the links [TOWARDS] the core switch.”
>
I'm happy with the current language. My take on this is that
remote-off-remote operators are still responsible for getting all the
way to the core, congestion-free. For example, in this case, NOCIX is
responsible for getting back to the core congestion-free. If they choose
to go through MN VoIP, that's their business (subject to MICE board
approval), but it does not release them from their obligation to get all
the way back congestion-free. If MN VoIP (e.g. gets sold to Evil Telco
tomorrow and) refuses to upgrade the links as needed, then NOCIX needs
to find another way to get back to the core (or kill their remote
switch). This is separate from MN VoIP's obligation to do the same.
--
Richard
Jan. 30, 2022
Re: NOCIX MICE Extension Proposal
by Jeremy Lumby
Just a note of clairification is that I have experienced with regards to the frequency that unprotected waves go down. The greater the distance, the more likely/frequently that it is to happen. You brought up my SIX Extension. I have waves across 3 geographically diverse paths. On average there is a single wave outage once a month. If it was not for the monitoring, I would not notice since the redundancy tends to failover quite well. We even managed to survive prolonged outages of 10 and 20 days from Avalanches, and Mudslides.
Specifically the paths for this proposal between 511 and 1102 Grand will have 2 diverse paths. One goes via Omaha, and the other one via Chicago.
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
From: MICE Discuss [mailto:MICE-DISCUSS@LISTS.IPHOUSE.NET] On Behalf Of Michael Hare
Sent: Sunday, January 30, 2022 11:30 AM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET
Subject: Re: [MICE-DISCUSS] NOCIX MICE Extension Proposal
To be clear my messages are NOT intended to be a downvote for the proposal, I’m just intending to foster discussion.
I don't thinkhttps://www.micemn.net/technical.html needs major changes. Maybe change “Operators are responsible for the costs of operating their remote switch and the links to the core switch.” to “Operators are responsible for the costs of operating their remote switch and the links [TOWARDS] the core switch.”
I think it's worthwhile acknowledging the distance to the proposed remote switch, the presumed lack of redundancy in the proposed backhaul.
re: reliability: Is the lack of redundancy an accurate assumption, or would this be a protected wave? AS3128 has some experience in this area [AS3128 assists in operations of a 1000mi+ fiber ring for multistate research and education, including through Minneapolis and Minnesota] so I wanted to ack that in general with distance comes decreased reliability, and eBGP stability is important since topology changes lead to packet loss during convergence. I acknowledge we already have peers at MICE that are extensions out of Chicago [Google comes to mind]. I am also aware of the options that, for example, AS32621 provides in extending folks to Seattle IX as an opt-in value add, which is contrast to the ‘auto opt-in’ stance MICE route reflectors users enjoy.
re: distance: based on geography or your home AS stance, this change could result in a longer RTT between some networks. AS3128 appears at exchanges other than MICE. But if you are in this club you are probably aware that you already have this potential problem and either you deal with it or not. Admittedly, our operations are less algorithmic and more reactionary.
So if I were to focus discussions on either distance or reliability, I would focus more on reliability. Ultimately with MICE per-AS BGP community support, the publication ofhttps://www.micemn.net/participants.html
<https://www.micemn.net/participants.html>, and mailing list announcements of when new peers are brought onboard, AS3128 has all the tools it needs ==IF== we need to make a traffic engineer decision, which is great.
If NOCIX comes onboard, I would welcome them and would have no intentions to proactively traffic engineer away from them via MICE.
-Michael
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> On Behalf Of Aaron Wendel
Sent: Saturday, January 29, 2022 9:46 PM
To: MICE-DISCUSS(a)LISTS.IPHOUSE.NET
Subject: Re: [MICE-DISCUSS] NOCIX MICE Extension Proposal
Our agreement with MN VOIP would be for transport from KC to Minneapolis. If the link became congested, we would order additional capacity. If MN VoIP could t provide it then we would get it someplace else. In the end, our intention is to be congestion free from KC to the MICE core.
Aaron
On Jan 29, 2022, at 12:30 PM, Michael Hare <000000097dab80c5-dmarc-request(a)lists.iphouse.net> wrote:
Hi-
As I understand this will be an extension of an extension. It looks like this may be the second of that kind. If I understand this correctly the "South Front Networks Alberta Lea Remotes" switch hangs off of Minnesota VoIP?
@https://www.micemn.net/technical.html, I see "Operators are responsible for the costs of operating their remote switch and the links to the core switch. They must monitor their traffic levels and promptly add capacity to keep the links running congestion-free."
My reading of above implies the current policy assumes a remote switch will connect to the MICE core directly. Perhaps we revisit the above language as it pertains to “the core switch”.
-Michael
From: MICE Discuss <MICE-DISCUSS(a)LISTS.IPHOUSE.NET> On Behalf Of Richard Laager
Sent: Friday, January 28, 2022 5:31 PM
To:MICE-DISCUSS@LISTS.IPHOUSE.NET
Subject: [MICE-DISCUSS] NOCIX MICE Extension Proposal
For everyone's review and comment per our policy on remote switches:
"As per the MICE remote switch policy this letter will serve as NOCIX’s intention to deploy, pending board
approval, a MICE extension switch at the 1530 Swift facility at 1530 Swift St. North Kansas City, MO
64116. The purpose of this extension is to provide additional, low cost peering in the Kansas City and
surrounding markets directly to the north-central US."
See the attached PDF for full details.
Richard
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Jan. 30, 2022