> On Feb 2, 2018, at 14:25 , Richard Laager <[log in to unmask]> wrote:
> On 02/02/2018 09:20 AM, DeLong, Owen wrote:
>> However, disclosure to the membership is not disclosure to the public. It is
>> disclosure to the “owners” of the business
> The members are absolutely the owners of MICE.
> In general, I think that disclosure to the member-owners is
> substantially similar to disclosure to the public, as the member-owners
> are not held to any binding NDA.
While that’s currently true, it certainly doesn’t need to remain true. Heck, if you’re that
concerned about it, you could even ask members that want to know the details to sign an event
specific NDA, or, you could ask members that want additional information available to sign a
generic NDA. We could create a second mailing list which only contains members who signed if
that’s an issue.
>> who by the very nature of this discussion> are obviously decision makers in the process.
> This thread is an opportunity for the members to provide input to the
> board. The board is the decision maker.
This is hair splitting and the point is that we’re being asked to provide input/contribute
to the decision without complete information.
>> It is pretty normal to disclose quote details to the decision makers.
> Agreed. As I noted, the board is fully informed of the pricing.
The board is the duly elected representatives of the owners who are the ultimate decision makers in this context.
There are many ways we can split hairs here, but this won’t likely be the only time we face a similar situation in
the future of MICE.
>> Is there a MICE-MEMBERS list that isn’t open to the public?
> No. We can certainly discuss that separately.
Sure. I’d say it’s probably a good idea.
>> certainly disclosure
>> to individual members that request the data (consider this such a request from Akamai)
>> is entirely appropriate.
> The authority of the owners is as a collective, not individually. An
> individual member-owner of a coop can request anything they want, but
> that does not obligate the coop to provide that information. Buying a
> telephone line from a mutual telephone company makes you a member-owner,
> but does not give a member-owner the authority to compel production of
> the details of pricing on their telephone switch support contract. Nor
> does buying electricity from an electric coop give a member-owner the
> authority to unilaterally compel release of business records relating to
> energy purchase agreements, even though such details are absolutely
> critical to the long-term financial viability of the business.
Fair enough. Should we hold a vote of the membership on whether the pricing information
should be provided to the members as part of this process.
> This is not limited to coops, either. If I purchase a share of Cisco,
> Akamai, or any other publicly traded company, that makes me an owner,
> but I cannot individually compel the company to provide me confidential
> business records.
It depends on how many shares you purchase. IIRC, the standard is something
like 1% before you are able to compel an agenda item on the AGM, for example.
> I think that MICE as a business has a legitimate need for non-disclosure
> of certain details. For example, if the owners require that pricing
> details on our purchases is made public, it is reasonable to fear that
> vendors may give MICE smaller discounts. For another example, if the
> owners require that port traffic numbers are made public, we may lose
> members (e.g. Akamai) who wish their port traffic numbers to be
> confidential, even from the other member-owners.
Sure, there are always tradeoffs. However, note that I’m not asking that the
pricing details be made public. I expressed a willingness to sign an appropriate
NDA and general agreement not to further disclose the information. As such, I
do not agree that what is being requested is general disclosure to the public.
> This isn't to say that the board or management can do whatever they want
> and keep the owners in the dark. Obviously, the company's management and
> board need to provide various reports on the company's activities.
I think we’re mostly on the same page. I didn’t expect this to be such a