Summary

  • NANOG's corporate form is NewNOG, Inc., a Delaware non-profit corporation whose published bylaws — last updated 5 October 2023 — give the Board of Directors management and control of the corporation's property, affairs and business, and provide for directors to be elected through an open nomination and election process from among the membership.
  • Membership is the franchise, not the price of admission: the mailing list, meetings and archives require no membership, while the vote in Board elections, eligibility to stand for the Board, committee service and a $25 meeting-registration discount come with it.
  • The NANOG 97 members' meeting record describes the joining bar as deliberately low and discusses, as a scenario, a company buying memberships so that its recruits vote in its own directors; it records the decision to leave the rules unchanged because tighter protections would also burden good-faith participants, and treats removal of a board member the same way.

Who holds the corporation, and who chooses the board

The governing text is the NewNOG, Inc. bylaws published on nanog.org, last updated 5 October 2023. Article IV, Section 4.1 places the corporation's property, affairs and business under the management and control of the Board of Directors. Article X, Section 10.1 provides that directors are elected through an open nomination and election process from among the NANOG membership.

The corporate wrapper is set out on NANOG's bylaws page: NewNOG, Inc., doing business as NANOG, is a Delaware non-profit corporation, and candidates for the Board must be Members in Good Standing — a class the bylaws define in Article VI, Section 6.1.

Together, the two provisions describe a board-managed corporation with a member-elected board. Between elections, management and control rest with the directors; at the ballot, the membership selects them.

What membership carries — and what it does not gate

NANOG's members page lists what the franchise carries: the vote in Board elections, eligibility to stand for the Board, eligibility to serve on committees, and a $25 discount on meeting registration.

The same page draws a boundary that matters just as much: the mailing list, the meetings and the archives require no membership at all. The community is open to all; the vote is what membership adds.

The capture question, on the organization's own record

The frankest account of the design's risk comes from NANOG's own members' meeting record from NANOG 97. The record describes the original purpose of membership as voting for the Board, and the joining bar as deliberately kept low.

It then discusses, as a scenario, a company buying memberships: the danger that a company could "buy a bunch of people to join, become members and vote" and appoint its own board members. The conclusion recorded was to leave the rules unchanged, on the reasoning that tighter protections would also burden good-faith participants who want to take part. Removal of a board member was treated in the same discussion, in the record's words: "Same with removal of a board member."

Read with the bylaws, the record establishes three things: the capture risk was named; the trade-off was decided on participation grounds rather than overlooked; and the open design was retained.

What the reviewed documents do not settle

This briefing rests on the four public documents linked above, and their limits are worth stating plainly. The capture discussion appears in the members' meeting record as a scenario, not as an attempt that was carried out, and the record does not identify individual speakers.

Several adjacent questions are not answered by these documents: what membership costs today and how the joining bar is administered; how many members there are; what quorum, voting thresholds or director terms apply; and whether recent Board elections were contested. Nor is it established whether the capture question was revisited after the recorded discussion, or whether the consolidated text a reader reaches through the bylaws page differs in any relevant part from the 2023-10-05 PDF. Member rights under Delaware non-profit law sit outside these documents as well.

What the documents do establish about members' codified power is narrower and firmer: the vote in Board elections, eligibility to stand, and eligibility to serve on committees, all for Members in Good Standing. This briefing attributes no remedy to the membership beyond what those texts spell out.

The control surface to watch (analysis)

What follows is analysis rather than a statement of the documents. On the texts, NANOG's control surface is the membership roll and the ballot it feeds. Management and control of the corporation sit with the Board between elections; the members' codified power is episodic and concentrated in choosing directors, with the candidacy path — open to any Member in Good Standing — as its extension.

Read that way, openness is a recorded design decision rather than an unexamined default. The members' meeting record shows the capture scenario being surfaced and the protective tightening being declined, on the ground that it would tax good-faith participants. The threshold at which that choice becomes costly follows from the record's own logic: the point where acquiring franchise-bearing memberships costs less than persuading the people who already hold them. Whether that point has ever been approached is not something the reviewed documents say.

Two observable questions follow for anyone tracking the institution. Does the open joining bar stay where it is? And does the nomination and election process stay open in practice as well as in text? The bylaws settle the second question in principle; only the record of actual elections can settle it in practice.

The entity examined here — NANOG, incorporated as NewNOG, Inc. — is recorded in BTW's directory as nanog-nanog.