Subject: [Iasa20] -02 I-D: Director Removal

From: "Livingood, Jason" <[email-masked]>
Date: Mon, 14 May 2018 17:54:09 +0000

See https://tools.ietf.org/html/draft-hall-iasa2-struct-02. It is helpful to get feedback on Section 4.9 on the subject of director removal. What do we want to say? I suppose we could use similar text from ISOC (Section 3 at https://www.internetsociety.org/about-internet-society/governance-policies/by-laws/)? In particular, what should the vote to remove threshold be? Unanimous?

JL

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From: "Livingood, Jason" <[email-masked]>
Date: Tue, 15 May 2018 12:25:19 +0000

As a follow-up, here is specifically what ISOC’s bylaws say on the subject of removal. This seems okay to me, unless we want to change from 2/3 vote to unanimous vote. We could certainly just use most of this text verbatim.

Thoughts?
Jason

Section 3. Resignation, Removal and Vacancies.

Trustees may be removed with or without cause by a vote of two-thirds of the Trustees then in office.

From: "Livingood, Jason" <[email-masked]>
Date: Monday, May 14, 2018 at 1:54 PM
To: "[email-masked]" <[email-masked]>
Subject: -02 I-D: Director Removal

JL

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From: "John Levine" <[email-masked]>
Date: 15 May 2018 09:11:35 -0400

In article <[email-masked]> you write:
>-=-=-=-=-=-
>As a follow-up, here is specifically what ISOC’s bylaws say on the subject of removal. This seems okay to me, unless we want to change from 2/3 vote to unanimous vote.
>We could certainly just use most of this text verbatim.

ISOC has to my knowledge never used it, but on the principle that simpler
is better, it's about as simple as possible.  It's also pretty typical
for boards.

R's,
John

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From: Lou Berger <[email-masked]>
Date: Tue, 15 May 2018 09:14:34 -0400

There was a case on the iaoc where we could have used this.. I believe its 
procedures were updated to allow for it as a result. I'll dig up the 
reference and post it to the list.

Lou

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On May 15, 2018 9:12:13 AM "John Levine" <[email-masked]> wrote:

>>As a follow-up, here is specifically what ISOC’s bylaws say on the subject 
>>of removal. This seems okay to me, unless we want to change from 2/3 vote 
>>to unanimous vote.
> _______________________________________________
> iasa20 mailing list
> [email-masked]
> https://www.ietf.org/mailman/listinfo/iasa20

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From: Martin Thomson <[email-masked]>
Date: Wed, 16 May 2018 11:40:47 +1000

Just to be clear, can you state what 2/3 of 7 persons is in whole persons?
I assume that it is 5 and not 4, which would be effectively a simple
majority again.  And is it 2/3 of the current quorum or 2/3 of the entire
group?

I assume that if you go for unanimous you would force exclusion/recusal of
that individual.
On Tue, May 15, 2018 at 10:27 PM Livingood, Jason <
[email-masked]> wrote:

> As a follow-up, here is specifically what ISOC’s bylaws say on the
subject of removal. This seems okay to me, unless we want to change from
2/3 vote to unanimous vote. We could certainly just use most of this text
verbatim.

> See https://tools.ietf.org/html/draft-hall-iasa2-struct-02. It is helpful
to get feedback on Section 4.9 on the subject of director removal. What do
we want to say? I suppose we could use similar text from ISOC (Section 3 at
https://www.internetsociety.org/about-internet-society/governance-policies/by-laws/)?
In particular, what should the vote to remove threshold be? Unanimous?

---

From: Lou Berger <[email-masked]>
Date: Wed, 16 May 2018 07:40:45 -0400

Well, while I recall this being discussed the last time BCP101 was 
updated, I don't see any such text in BCP101 or [1].  What I do see is 
towards the end of https://tools.ietf.org/html/rfc4071#section-4 :

    IAOC members are subject to recall in the event that an IAOC member
    abrogates his or her duties or acts against the best interests of the
    IETF community.  Any appointed IAOC member, including any appointed
    by the IAB, IESG, or ISOC Board of Trustees, may be recalled using
    the recall procedure defined in RFC 3777 [RFC3777].  IAOC members are
    not, however, subject to recall by the bodies that appointed them.

I think that this approach 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.

Lou

[1] 
https://iaoc.ietf.org/documents/IAOCAdministrativeProcedures-Final-16-02-13.htm