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

From: "Livingood, Jason" <[email-masked]>
Date: Wed, 16 May 2018 13:48:24 +0000

On 5/15/18, 9:41 PM, "Martin Thomson" <[email-masked]> wrote:

    Just to be clear, can you state what 2/3 of 7 persons is in whole persons?

[JL] If there are 7 board members and you are voting to remove one, that one person presumably doesn't vote. So you have 6 people and would need 2/3, which is 4 people, voting for removal.

    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?

[JL] It is a simple enough matter to make it a specific number, such as 5 in favor with a board of 7, 4 in favor with a board of 6, or 3 in favor with a board of 5. Or - unanimous, which may be the easiest.
    
    I assume that if you go for unanimous you would force exclusion/recusal of
    that individual.

[JL] Yes, that seems to make sense.

    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.

    > 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

    > 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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