Subject: [Iasa20] Revisiting Removal of a Director

From: "Livingood, Jason" <[email-masked]>
Date: Mon, 21 May 2018 14:24:13 +0000

We had some good back and forth on this last week, but I’d like to try to wrap it up for the -03 update this week.

One proposal was that, like ISOC, removal requires a vote in favor of removal by three-quarters of the board. This prompted a discussion of what would constitute quorum, which I think on such an important matter can be ignored in favor of a simpler rule saying that three-quarters of the seated board must vote in favor.

But considering this further, 75% of 7 members is 5.25 people. So that’s either 5 or 6 of the 7 in favor. If you force the abstention of the director in question, then 75% of 6 members is 4.5 people. So that’s either 4 or 5 of the 6 voters in favor. I could easily see a lot of subsequent debate over whether to round up or down, and this seems needlessly complicated.

I would prefer instead we consider a simpler rule that may be less likely to later be subject to debate. Such as one of these two options:

Note: The director that is being considered for remove from the Board shall not be permitted to vote on the matter. (Given past experience with a removal I recall at the IETF, that person may indeed be non-responsive or deliberately unreachable anyway.)
1 – Of the seated Directors, with the exception of the Director subject to the vote of removal, the vote in favor of removal must be unanimous.
2 – Of the seated Directors, with the exception of the Director subject to the vote of removal, the vote in favor of removal must be at least one less than unanimous.

Given that ISOC is not unanimous, this may argue in favor of option 2.

Any other suggestions? Reactions?

Jason

---

From: Russ Housley <[email-masked]>
Date: Mon, 21 May 2018 11:22:01 -0400

> On May 21, 2018, at 10:24 AM, Livingood, Jason <[email-masked]> wrote:
> 

I prefer #1.

When the IAOC had a member simply stop participating, it would have been easy to get unanimous support for removal from the remaining people.  In addition, I like the simplicity, which even covers the case where the is a vacant seat for whatever reason.

Russ

---

From: Lou Berger <[email-masked]>
Date: Mon, 21 May 2018 12:01:31 -0400

While I agree with Russ that #1 is the best of these options, another 
alternative is to stick with the community recall process defined 
rfc7437 - in other words this board isn't special in this regard from 
the community oversight perspective.

I think that rfc7437 process is sufficient and *actually* better then the
board being able to self-eject as it provides a stronger type of checks
and balances on board behavior and is better aligned with the rest of 
the IETF.

Lou

On 5/21/2018 11:22 AM, Russ Housley wrote:
>
>> On May 21, 2018, at 10:24 AM, Livingood, Jason 
>> <[email-masked] <mailto:[email-masked]>> wrote:
>>
>> We had some good back and forth on this last week, but I’d like to 
>> try to wrap it up for the -03 update this week.
>> One proposal was that, like ISOC, removal requires a vote in favor of 
>> removal by three-quarters of the board. This prompted a discussion of 
>> what would constitute quorum, which I think on such an important 
>> matter can be ignored in favor of a simpler rule saying that 
>> three-quarters of the/seated/board must vote in favor.
>> But considering this further, 75% of 7 members is 5.25 people. So 
>> that’s either 5 or 6 of the 7 in favor. If you force the abstention 
>> of the director in question, then 75% of 6 members is 4.5 people. So 
>> that’s either 4 or 5 of the 6 voters in favor. I could easily see a 
>> lot of subsequent debate over whether to round up or down, and this 
>> seems needlessly complicated.
>> I would prefer instead we consider a simpler rule that may be less 
>> likely to later be subject to debate. Such as one of these two options:
>> Note: The director that is being considered for remove from the Board 
>> shall not be permitted to vote on the matter. (Given past experience 
>> with a removal I recall at the IETF, that person may indeed be 
>> non-responsive or deliberately unreachable anyway.)
>> 1 – Of the seated Directors, with the exception of the Director 
>> subject to the vote of removal, the vote in favor of removal must be 
>> unanimous.
>> 2 – Of the seated Directors, with the exception of the Director 
>> subject to the vote of removal, the vote in favor of removal must be 
>> at least one less than unanimous.
> When the IAOC had a member simply stop participating, it would have 
> been easy to get unanimous support for removal from the remaining 
> people.  In addition, I like the simplicity, which even covers the 
> case where the is a vacant seat for whatever reason.
>
> Russ
>
>
>
>
>
>
> _______________________________________________
> iasa20 mailing list
> [email-masked]
> https://www.ietf.org/mailman/listinfo/iasa20

---

From: Spencer Dawkins at IETF <[email-masked]>
Date: Mon, 21 May 2018 11:41:17 -0500

I'm not good at math, but ...

On Mon, May 21, 2018 at 9:24 AM Livingood, Jason <
[email-masked]> wrote:

> removal by three-quarters of the board. This prompted a discussion of what
> would constitute quorum, which I think on such an important matter can be
> ignored in favor of a simpler rule saying that three-quarters of the
> *seated* board must vote in favor.
>
>
>
> But considering this further, 75% of 7 members is 5.25 people. So that’s
> either 5 or 6 of the 7 in favor. If you force the abstention of the
> director in question, then 75% of 6 members is 4.5 people. So that’s either
> 4 or 5 of the 6 voters in favor. I could easily see a lot of subsequent
> debate over whether to round up or down, and this seems needlessly
> complicated.
>
>
>
> I would prefer instead we consider a simpler rule that may be less likely
> to later be subject to debate. Such as one of these two options:
>
>
>
> shall not be permitted to vote on the matter. (Given past experience with a
> removal I recall at the IETF, that person may indeed be non-responsive or
> deliberately unreachable anyway.)
>
> 1 – Of the seated Directors, with the exception of the Director subject to
> the vote of removal, the vote in favor of removal must be unanimous.
>
> 2 – Of the seated Directors, with the exception of the Director subject to
> the vote of removal, the vote in favor of removal must be at least one less
> than unanimous.
>

Isn't this backwards? If only one person votes to remove, that's at least
one less than unanimous, but probably not what you meant ...

If I'm missing context here, I apologize, of course.

Spencer

---

From: Spencer Dawkins at IETF <[email-masked]>
Date: Mon, 21 May 2018 11:52:37 -0500

Hi, Lou,

> and balances on board behavior and is better aligned with the rest of

Other people know/remember the details better than I do, but what I'm
remembering was that the community was really slow to even start the recall
process, and that was when an IAOC member went missing. People I heard
talking about his were reluctant to sign the recall petition because the
situation was so exceptional. If the need to recall is less clear than
"completely gone", it may be even slower to start that process.

We've still never run a recall to completion, so it's not a process we have
a lot of experience with.

Also - if the point is to reuse existing procedures for this, a RFC 7437
recall ends with a mid-term vacancy, and
https://tools.ietf.org/html/rfc7437#section-3.5 only gives a Nomcom six
weeks to fill a mid-term vacancy.

I don't have the same concerns about allowing this process to be used, only
about relying on it exclusively.

Spencer

---

From: "John Levine" <[email-masked]>
Date: 21 May 2018 13:29:31 -0400

>process, and that was when an IAOC member went missing.

I recall that it took months to fill the slot because the process was
so complex and required petitions on which people formally denounced
the missing person, despite 100% agreement on what to do.

Going forward we are more likely to have a repeat of this situation,
someone disappears, than a big fight about someone's qualifications
and competence.  Anyway, if a supermajority of the board is ready to
vote someone out, the person needs to go because regardless of the
merits, that person can't be a productive board member.

If we find that a board is gratuitously ejecting people, it's got
problems that RFC 7437 can't solve.

R's,
John

---

From: Lou Berger <[email-masked]>
Date: Mon, 21 May 2018 13:34:11 -0400

Hi Spencer,
I recall the case - I saw some of the cleanup when I joined.  I also do
recall some discussed changing the procedure at that time - while I too
don't recall the details, no change was made.  I think having run that
code once, painful as it was, it shows that the general approach of the
RFC works.

I guess it really boils down to justifying why this group should have
different rules than the IESG or IAB.

Lou

On 05/21/2018 12:52 PM, Spencer Dawkins at IETF wrote:
> Hi, Lou,
> 
> On Mon, May 21, 2018 at 11:01 AM Lou Berger <[email-masked]
> <mailto:[email-masked]>> wrote:
> 
> remembering was that the community was really slow to even start the
> recall process, and that was when an IAOC member went missing. People I
> heard talking about his were reluctant to sign the recall petition
> because the situation was so exceptional. If the need to recall is less
> clear than "completely gone", it may be even slower to start that process. 
> 
> We've still never run a recall to completion, so it's not a process we
> have a lot of experience with. 
> 
> recall ends with a mid-term vacancy,
> and https://tools.ietf.org/html/rfc7437#section-3.5 only gives a Nomcom
> six weeks to fill a mid-term vacancy. 
> 
> I don't have the same concerns about allowing this process to be used,
> only about relying on it exclusively. 
> 
> Spencer
>  
> 
>     Lou
> 
>     >> <[email-masked] <mailto:[email-masked]>
>     <mailto:[email-masked]
>     <mailto:[email-masked]>>> wrote:
>     >>
>     > [email-masked] <mailto:[email-masked]>
>     [email-masked] <mailto:[email-masked]>

---

From: Spencer Dawkins at IETF <[email-masked]>
Date: Mon, 21 May 2018 13:18:07 -0500

Hi, Lou,

> different rules than the IESG or IAB.

So, that's a really good question.

I'm not strongly opinionated about this, but just thinking out loud and
trying to be helpful.

ISTM that one possible justification for handling this differently is
whether the community that the recall process relies on is likely to see a
problem that 20 people outside the board agree on.

I'm guessing that if I stopped answering e-mail and showing up on telechats
and at IETF face-to-face meetings for several months, people would notice a
missing AD more quickly than a missing board member. But the other board
members should notice pretty quickly.

Extrapolating from the only time we've started down the path of a recall, I
remember it taking some time to notice that anything might be wrong,
followed by more time of hoping that the person would reappear ...

So, here's the other thing. You'll notice that the recall procedure
requires that the 20 people be Nomcom-eligible. That means that (for
example) if the other 14 ADs and Ted Hardie (IAB members are full IESG
members) decide that I'm a huge problem, none of them can sign a recall
petition.  So I guess the point is that the Nomcom recall process, like the
Nomcom process itself, is designed to prevent capture, which would be
pretty unfortunate for the IESG, and one assumes for the IAB and IAOC. Is
preventing capture also a concern for this board?

That could be a good thing, although I've heard people say they thought the
limitation that recall petition signers be Nomcom-eligible was to reduce
the chances that some group of non-participants could trigger recalls, and
that having IAB, IESG, and IAOC members be ineligible wasn't intentional,
just a side effect. But other people have pointed out to me (over a long
period of time) that the people who work most closely with a problematic AD
(or IAB member, or IAOC member) would be the first people to notice, and
they're the ones who can't do anything except either try to recruit 20
signers (which is not a great plan, if you can only recruit 19 so no recall
committee is formed), or sit quietly and hope someone else notices. Do we
want it to work that way for the board, too?

Thanks for listening, of course!

Spencer

---

From: Andrew Sullivan <[email-masked]>
Date: Tue, 22 May 2018 09:41:48 -0400

Hi,

> different rules than the IESG or IAB.

Well, there's an important legal difference.  Neither the IESG nor IAB
has a fiduciary duty for anything.  But the board we are talking about
will have specific legal responsibilities under the relevant LLC law
and the operating agreement.  Overseeing that the LLC keeps running in
conformance with the law and agreement will be, indeed, the board's
only duty (to the community or in general).  That is quite unlike what
we expect from IESG or IAB members, who are much more directly
instruments of the community will.

So, that seems to me to be an important difference that might make the
difference.

Best regards,

A

-- 
Andrew Sullivan
[email-masked]

---

From: Andrew Sullivan <[email-masked]>
Date: Tue, 22 May 2018 09:42:37 -0400

On Mon, May 21, 2018 at 02:24:13PM +0000, Livingood, Jason wrote:
> 
> 1 – Of the seated Directors, with the exception of the Director subject to the
> vote of removal, the vote in favor of removal must be unanimous.
> 
> 2 – Of the seated Directors, with the exception of the Director subject to the
> vote of removal, the vote in favor of removal must be at least one less than
> unanimous.

I don't have a strong preference between these two; they both seem
fine to me.  The first feels slightly simpler to me.

Best regards,

A

-- 
Andrew Sullivan
[email-masked]

---

From: Lou Berger <[email-masked]>
Date: Tue, 22 May 2018 10:02:53 -0400

Andrew,

> So, that seems to me to be an important difference that might make the

So who is a board member accountable to?  The other board members or the 
community?

To me this is the essential question.  If the former, it makes sense to 
shift some or even all major decisions on composition (e.g., 
appointments, chair selection, removal, etc)  to the board.  If the 
latter, then major decisions rest with the community and their bodies 
(e.g., NomCom, IESG, IAD, etc)

Of course this is just my opinion.

Lou

---

From: Andrew Sullivan <[email-masked]>
Date: Tue, 22 May 2018 10:07:14 -0400

> So who is a board member accountable to?  The other board members or the

Both.  In my opinion, we want this to be a board that reflects the
oversight goals of the community, and the community ought to feel that
the board does indeed reflect that.  But board members are the ones
putting their reputations on the line if something goes wrong in the
operation of the board, and they need the ability to cope with a
problem if it comes up.

Best regards,

A

-- 
Andrew Sullivan
[email-masked]

---

From: Lou Berger <[email-masked]>
Date: Tue, 22 May 2018 10:34:43 -0400

----------

> operation of the board, and they need the ability to cope with a

Certainly. And board members have legal and fiduciary responsibility - but 
I don't think this makes them answerable to the other board members - they 
are answerable to the community.

Lou

---

From: Eliot Lear <[email-masked]>
Date: Tue, 22 May 2018 16:45:38 +0200

Hi Lou,

On 22.05.18 16:34, Lou Berger wrote:
>
> Certainly. And board members have legal and fiduciary responsibility -
> but I don't think this makes them answerable to the other board
> members - they are answerable to the community.

This goes back to something Harald (I think) said- are the board members
individually or collectively accountable to the community?  If the
latter, then members need a way to keep the board functioning.  Either
of the options proposed by Jason should accomplish the goal of the
latter, and the former will be accomplished through regular selection
processes.

Eliot

---

From: Brian E Carpenter <[email-masked]>
Date: Wed, 23 May 2018 11:12:58 +1200

And to the law, in a more specific way than non-LLC-officers. There
really is a difference compared to IAOC|IESG|IAB.

   Brian