IO Cooperative, Inc. Notice of 2013 Annual Meeting of Members

Contents

1. Time and Date
2. Physical Meeting Place
3. Joining Meeting Remotely
4. Items of Business
5. Voting
6. Record Date
7. Adjournments and Postponements
8. Board of Directors Nominee Statements
9. Proposals

Time and Date

6:30 p.m., Pacific Daylight Time, on Monday, August 5, 2013 (2013-08-05T18:30:00-0700).

Physical Meeting Place

Mozilla San Francisco
2 Harrison St.
San Francisco, CA 94105

The entrance is on Embarcadero just north of Harrison. It’s the old Gordon Biersch, if you know where that was. A 12 minute walk from Embarcadero BART or across the street from the Embarcadero & Folsom Muni stop. Show up anytime at or after 6:15 p.m.

Parking information

Joining Meeting Remotely

Instructions for how to join the annual meeting remotely will be sent out soon in a separate notice. We will also be taking questions over IRC on Freenode at #iocoop during the meeting. Web-based access is available.

Items of Business

1. Welcome from the President, State of the Coop (Gene Wood, President/CEO)
2. Financial summary (Ben Kochie, CFO)
3. State of our datacenter footprint and options for expansion (Gene Wood)
4. Election of 7 members of the board of directors to hold office until the next annual meeting of members.
5. Consider and vote upon proposals regarding an increased member quorum requirement.
6. Discuss the formation of a member committee for proposing bylaw changes.
7. Consider such other business as may properly come before the meeting

Voting

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this notice and submit your vote online. You will have until 6:00 p.m., Pacific Daylight Time, on August 8th, 2013 (2013-08-08T18:00:00-0700) to submit your vote. For specific instructions on how to vote, please refer to the email you will receive from electionbuddy on August 5th.

Members as of the Record Date (July 16th, 2013) are entitled to vote. Each member is entitled to one vote for each director position and one vote for each of the proposals to be voted on. On the Record Date, we had 71 memberships issued and active. The quorum requirement for holding the Annual Meeting and for voting on the proposals below is 5% of the members as of the Record Date (4 members). For the purposes of voting, but not for the purposes of holding the Annual Meeting, quorum includes members present at the meeting as well as members who vote online during the allowed voting period.

Voting Summary

• Proposal 1: Election of nominated directors. Votes required for approval: 7 persons receiving highest number of affirmative “FOR” votes.
• Proposal 2: Increased member quorum requirement. Votes required for approval: Majority of votes from members present or voting online.
• Proposal 3: Suggested increase for quorum requirement. Votes required for approval: This proposal does not require affirmative approval since the results are advisory to the Board and not binding.

Record Date

You are entitled to attend the Annual Meeting and to vote only if you were an active IO Cooperative member as of the end of July 16, 2013 (2013-07-16T23:59:59Z).

Adjournments and Postponements

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Board of Directors Nominee Statements

Gene Wood

I’ve enjoyed helping build the coop and serve on its board over the past year. I would be happy to continue to serve and would also be happy to see a new member with interest in serving on the board replace me in my board seat.

Troy Arnold

I’ve been involved with the coop and its previous incarnations since the very first conceptual conversation took place at 3rd St Aleworks in Santa Rosa many years ago. This is the first time we’ve had healthy governance and I’m happy to continue being a part of that. That said, governance needs fresh blood to stay healthy, so I’d be just as happy to step aside to let some new voices participate.

Chris Haumesser

I’ve been involved with our community for ten years, since the days of the California Community Colocation Project. I’ve been excited to watch us evolve into a proper business entity, and I’m happy to continue working with the community for another year, as our organization matures and grows.

Mark Burdett

I’ve been involved with the colo since the California Community Colocation Project days. My goals for the cooperative would be building community, maintaining affordable and reliable service, and maintaining the colo as a safe harbor for local projects (whether activism, information, journalism, art, etc.) that may face legal threats. My day job is at the Electronic Frontier Foundation where I work on the tech team.

Steven Hazel

I’m a cofounder and board member at Sauce Labs, and got involved with the community when Sauce was a customer of Cernio. I’m a fan of what IO Cooperative is doing, and I’ve been excited to help build a solid foundation for the future. I’m happy to continue serving on the board. That said, I don’t have time to be involved in day-to-day operations, and recognizing that I would also be happy to step aside to let someone more actively engaged get involved.

Kevin Bullock

I have been involved in prior incarnations of IO Cooperative all the way back to ColoGeeks, maintaining servers and swapping hardware as needed at MSP01. I provide technical help and hosting for several small non-profit organizations through the co-op’s resources, and am eager to help us continue to offer low-cost, collectively owned and operated hosting resources to these kinds of organizations. I have worked as a Web developer and system administrator at the University of Minnesota for nearly 9 years, and in August I will go to work for Software for Good. My recent areas of interest are mainly in the area of DevOps, specifically in cluster management (Ganeti), configuration management (Puppet) and monitoring. I am also a core contributor to the Mercurial project.

Gary Peck

I got involved with Cernio as a customer, hosting my personal server, and it’s been great to see the progress we’ve made since I joined three years ago. While on the IO Cooperative board for the past year and a half, I’ve focused on establishing a solid foundation for the coop’s governance. My goals for the next year would be to build on that foundation in two ways. First, I’d like to ensure that we have the proper protections and processes in place to support our members’ right to privacy and free speech while using the coop’s services. Second, I want to make sure we continue to provide useful services to members, especially as demand for physical colocation wanes, by creating ways for members to provide services to each other. I’ve been a sysadmin/SRE/software developer for a number of years and am currently the co-founder and CTO of OnTheGo Platforms in Portland, Oregon.

Proposals

Proposal 2: Increased Member Quorum Requirement

The Cooperative’s current bylaws specify that 5% of members constitutes a quorum at a member meeting (which also includes any meetings held purely online). With the current size of our membership, that translates to 4 members, meaning just 3 members (a majority of the quorum) can approve proposals and changes to the bylaws.

The Board feels that no substantial changes to the Cooperative should be possible with such a small minority of members voting affirmatively. At the same time, the Board is cognizant of the fact that low meeting attendance combined with a high quorum requirement can make it difficult for the Cooperative to conduct its business. As such, we are proposing a range of increased quorum requirements and asking for members to vote on an appropriate number.

The Cooperative’s bylaws require a member vote in order to increase the quorum requirement. However, the bylaws make no provision for conducting anything but a simple majority vote. Thus, this question is split into two proposals. This first proposal asks for approval from the Cooperative’s members for the Board to increase the quorum requirement. If it passes with a majority of votes, then the Board will use the results of the second non-binding proposal when choosing the new percentage.

Resolved: The members of IO Cooperative, Inc. request that the Board amend Section 6.09 of the Cooperative’s bylaws in order to increase the member quorum requirement from its current value of five percent (5%). The Board will take into consideration the results of a non-binding vote of the members on the new value. Furthermore, the new value chosen by the Board must not be more than twenty-five percent (25%).

Required Vote: Approval of this proposal requires a majority of votes from members present at the annual meeting or voting online during the allowed voting period.

Proposal 3: Suggested Increase for Quorum Requirement

See the explanation of the previous proposal for more background.

Resolved: If the proposal to increase the member quorum requirement is approved by the Cooperative’s members, the members request that the quorum requirement is raised to:

1. Fifteen percent (15%)
2. Twenty percent (20%)
3. Twenty-five percent (25%)
4. Abstain

Required Vote: The results of this proposal will be taken into account by the Board when choosing a new value for the member quorum requirement. It is otherwise a non-binding vote.

By order of the Board of Directors,

Gene Wood, President/CEO
Gary Peck, Member of the Board

This notice of Annual Meeting is being distributed and made available on or about July 26, 2013.