Removal of an individual Board director by an SO or ALAC
Hello All, (Disclaimer: my note below is my personal view and not that of the Board or other Board members) I noted that the CCWG has suggested a 75% threshold of the SO/AC structure to spill the whole Board. It seems there is less certainty about the process for an SO or ALAC to remove the director that it has appointed. There was some discussion about defining the reasons in advance for when an individual director can be removed, as well as some discussions for the thresholds. I think it is OK not to have to define all the reasons in advance provided that there is a sufficiently high threshold to remove a director. I believe Jordan noted that the voting threshold to remove a director should be higher than the threshold used to appoint the director - which seems like a reasonable principle. I would like to see some general principle agreed that could apply across the SOs and ALAC. Perhaps something along the lines of at least a super-majority or at least 75% voting threshold for removal. The details will then depend on the processes for each SO and ALAC. Using the GNSO as an example. Currently the GNSO has two houses, and each house votes to appoint one director. I would like to see at least a super-majority threshold across the GNSO Council to remove one of these directors. Regards, Bruce Tonkin
Hello Bruce, I agree with such default threshold across appointing entities, however in addition to that even if SOs/ALAC achieve that 75% (as an example) to remove their board member(s) i think there should still be the need for community approval beyond the entity removing its members. This would seem to me to be putting the intent of CMSM in proper action. Regards On Sat, Jul 18, 2015 at 1:12 PM, Bruce Tonkin < Bruce.Tonkin@melbourneit.com.au> wrote:
Hello All,
(Disclaimer: my note below is my personal view and not that of the Board or other Board members)
I noted that the CCWG has suggested a 75% threshold of the SO/AC structure to spill the whole Board.
It seems there is less certainty about the process for an SO or ALAC to remove the director that it has appointed.
There was some discussion about defining the reasons in advance for when an individual director can be removed, as well as some discussions for the thresholds.
I think it is OK not to have to define all the reasons in advance provided that there is a sufficiently high threshold to remove a director. I believe Jordan noted that the voting threshold to remove a director should be higher than the threshold used to appoint the director – which seems like a reasonable principle.
I would like to see some general principle agreed that could apply across the SOs and ALAC.
Perhaps something along the lines of at least a super-majority or at least 75% voting threshold for removal. The details will then depend on the processes for each SO and ALAC.
Using the GNSO as an example. Currently the GNSO has two houses, and each house votes to appoint one director. I would like to see at least a super-majority threshold across the GNSO Council to remove one of these directors.
Regards,
Bruce Tonkin
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Bruce: FWIW, I would love to see this kind of accountability mechanism for the community when it thinks that the Board just got it wrong not with any bad intent. Vetoing a decision with a super majority vote of a super majority of the ACs/SOs would be a great enhancement to the nuclear option of spilling the entire board. Best, Jon
On Jul 18, 2015, at 8:12 AM, Bruce Tonkin <Bruce.Tonkin@melbourneit.com.au> wrote:
Hello All,
(Disclaimer: my note below is my personal view and not that of the Board or other Board members)
I noted that the CCWG has suggested a 75% threshold of the SO/AC structure to spill the whole Board.
It seems there is less certainty about the process for an SO or ALAC to remove the director that it has appointed.
There was some discussion about defining the reasons in advance for when an individual director can be removed, as well as some discussions for the thresholds.
I think it is OK not to have to define all the reasons in advance provided that there is a sufficiently high threshold to remove a director. I believe Jordan noted that the voting threshold to remove a director should be higher than the threshold used to appoint the director – which seems like a reasonable principle.
I would like to see some general principle agreed that could apply across the SOs and ALAC.
Perhaps something along the lines of at least a super-majority or at least 75% voting threshold for removal. The details will then depend on the processes for each SO and ALAC.
Using the GNSO as an example. Currently the GNSO has two houses, and each house votes to appoint one director. I would like to see at least a super-majority threshold across the GNSO Council to remove one of these directors.
Regards, Bruce Tonkin
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Hi Bruce The first public comment report and the current draft for the second report are consistent in agreement with your proposal. That is, they propose a common threshold of 75% of the decision body to agree the removal of an individual director. Interested in others' views about the point re GNSO? cheers Jordan On 18 July 2015 at 14:12, Bruce Tonkin <Bruce.Tonkin@melbourneit.com.au> wrote:
Hello All,
(Disclaimer: my note below is my personal view and not that of the Board or other Board members)
I noted that the CCWG has suggested a 75% threshold of the SO/AC structure to spill the whole Board.
It seems there is less certainty about the process for an SO or ALAC to remove the director that it has appointed.
There was some discussion about defining the reasons in advance for when an individual director can be removed, as well as some discussions for the thresholds.
I think it is OK not to have to define all the reasons in advance provided that there is a sufficiently high threshold to remove a director. I believe Jordan noted that the voting threshold to remove a director should be higher than the threshold used to appoint the director – which seems like a reasonable principle.
I would like to see some general principle agreed that could apply across the SOs and ALAC.
Perhaps something along the lines of at least a super-majority or at least 75% voting threshold for removal. The details will then depend on the processes for each SO and ALAC.
Using the GNSO as an example. Currently the GNSO has two houses, and each house votes to appoint one director. I would like to see at least a super-majority threshold across the GNSO Council to remove one of these directors.
Regards,
Bruce Tonkin
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Any definition of supermajority relating to the GNSO has to take into account the bicameral nature of the GNSO. The GNSO Supermajority definition in the bylaws is clearly lower than 75% no matter how you slice it. Thus, it would fail any requirement for a 3/4 supermajority. If we want to (or are required to) be true to the 75% concept in the GNSO, then we will need to consider a heightened supermajority for these purposes in the GNSO. E.g., a) three-fourths (3/4) of the Council members of each House, or (b) four-fifths (4/5) of one House and a two-thirds (2/3) of the other House." Greg On Sat, Jul 18, 2015 at 9:15 AM, Jordan Carter <jordan@internetnz.net.nz> wrote:
Hi Bruce
The first public comment report and the current draft for the second report are consistent in agreement with your proposal.
That is, they propose a common threshold of 75% of the decision body to agree the removal of an individual director.
Interested in others' views about the point re GNSO?
cheers Jordan
On 18 July 2015 at 14:12, Bruce Tonkin <Bruce.Tonkin@melbourneit.com.au> wrote:
Hello All,
(Disclaimer: my note below is my personal view and not that of the Board or other Board members)
I noted that the CCWG has suggested a 75% threshold of the SO/AC structure to spill the whole Board.
It seems there is less certainty about the process for an SO or ALAC to remove the director that it has appointed.
There was some discussion about defining the reasons in advance for when an individual director can be removed, as well as some discussions for the thresholds.
I think it is OK not to have to define all the reasons in advance provided that there is a sufficiently high threshold to remove a director. I believe Jordan noted that the voting threshold to remove a director should be higher than the threshold used to appoint the director – which seems like a reasonable principle.
I would like to see some general principle agreed that could apply across the SOs and ALAC.
Perhaps something along the lines of at least a super-majority or at least 75% voting threshold for removal. The details will then depend on the processes for each SO and ALAC.
Using the GNSO as an example. Currently the GNSO has two houses, and each house votes to appoint one director. I would like to see at least a super-majority threshold across the GNSO Council to remove one of these directors.
Regards,
Bruce Tonkin
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04 495 2118 (office) | +64 21 442 649 (mob) jordan@internetnz.net.nz Skype: jordancarter
*A better world through a better Internet *
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Hello Greg, Yes – I like the general principle of setting a 75% threshold. This certainly relieves the concerns that some have that there is no criteria established in advance for the removal of a director.
Any definition of supermajority relating to the GNSO has to take into account the bicameral nature of the GNSO.
The GNSO Supermajority definition in the bylaws is clearly lower than 75% no matter how you slice it. Thus, it would fail any requirement for a 3/4 supermajority.
If we want to (or are required to) be true to the 75% concept in the GNSO, then we will need to consider a heightened supermajority for these purposes in the GNSO. E.g.,
a) three-fourths (3/4) of the Council members of each House,
or (b) four-fifths (4/5) of one House and a two-thirds (2/3) of the other House."
Yes - I think the GNSO would take the 75% principle, and then create the relevant bylaws text that takes into account the bicameral structure of the GNSO. Regards, Bruce Tonkin
participants (5)
-
Bruce Tonkin -
Greg Shatan -
Jon Nevett -
Jordan Carter -
Seun Ojedeji