Co-chairs,

 

I am opposed to this decision on Q29 for several reasons:

 

1. The GAC does not vote for NOMCOM directors, and should not have a vote in their removal.
2. It is inconsistent with how the CCWG draft treats individual SO/ACs with respect to their appointed directors. The SO/ACs voting on NOMCOM directors should have similar exclusive authority over their removal.
3. The CCWG proposal is silent on this matter, we should not be inserting new powers for the GAC into the bylaws when they are not explicitly included in the CCWG draft.

 

I am also opposed procedurally.

 

On the Board removal of directors discussion, we were told that even though legally the EC had to approve the removals, that the CCWG draft was silent of this, so we could not create a new power for the EC that would infringe on Board powers in the current bylaws. Therefor the approval had to be a rubber stamp.

 

Here, the CCWG proposal is silent on whether the GAC should have a vote on removing NOMCOM directors. The current bylaws specifically do not give the GAC any vote on the approval or removal of NOMCOM directors. But we are told that we must grant them such authority even though there is no legal requirement for it as we know from the power of individual SO/AC to remove their appointed directors.

 

How are these two interpretations consistent? Either we add new powers for the EC on Board decisions to remove directors or we do not add new powers for the GAC on removing NOMCOM directors.

 

Best,

 

Brett

 

 

Forwarding also our lawyer’s clarification on Q29 (please note that the clarification on Q7 is redundant with the previous email).

 

Best

Mathieu

 

 

Dear Bylaws Coordination group:

 

Please see attached.  All three counsels have signed off on these questions from counsel.  Pdf versions to follow.

 

Rosemary and Holly