Subject: Re: [Iasa20] Again on director sources - LLC appointments as optional additions

From: "Deen, Glenn (NBCUniversal)" <[email-masked]>
Date: Tue, 26 Jun 2018 16:23:00 +0000

I like New Option 2.

On 6/26/18, 5:37 AM, "iasa20 on behalf of Livingood, Jason" <[email-masked]<mailto:[email-masked]> on behalf of [email-masked]<mailto:[email-masked]>> wrote:

Joel, Ted, Joe, and probably a few others have suggested an alternate option that may be able to garner more support. So I wanted to test this out here for feedback:

Option 1 – Always 7 Directors, Two from LLC (same as before):
* 1 IETF Chair or delegate selected by the IESG
* 1 Appointed by the ISOC Board of Trustees
* 3 Appointed by the IETF NomCom, confirmed by the IESG
* 2 Appointed by the LLC board itself, confirmed by the IESG

[NEW] Option 2 – At Least 7 Directors, Maximum of 9, with 2 LLC-Optional Appointments:
* 1 IETF Chair or delegate selected by the IESG
* 1 Appointed by the ISOC Board of Trustees
* 5 Appointed by the IETF NomCom, confirmed by the IESG
* AS NEEDED, UP TO 2 Appointed by the LLC board itself, confirmed by the IESG (see note)

Note: If the optional appointment strategy is used, we could adopt language similar to that used by the ISOC board.

“A maximum of two (2) Directors may be appointed by the LLC Board. The appointment of a LLC Board-appointed Director requires a 2/3rd-majority vote of the Directors then in office, and the appointee shall take office immediately upon appointment. The term of each appointment shall be designated by the Board, with the maximum term being until the beginning of the second Annual General Meeting (AGM) after appointment, or until their earlier resignation, removal or death.  The Board may decide on a case-by-case basis how long each term shall be, factoring in the By-Law restriction for consecutive terms.

From: iasa20 <[email-masked]> on behalf of Jason Livingood <[email-masked]>
Date: Friday, June 22, 2018 at 1:07 PM
To: "[email-masked]" <[email-masked]>
Subject: [Iasa20] Path forward on director sources?

We’ve had good continued discussion. It’d be nice to try to come to consensus soon, enabling us to resolve that and a few other open issues, and then proceed to WGLC.

My impressions:

1 – There is not consensus on having the NomCom appoint 5 of the Directors, and the LLC Board appoint none. There were credible voices in favor of some LLC appointment, and concerns as well.

2 – Some people that preferred the NomCom route expressed that they could live with some LLC appointments subject to limitations on its use. Discussion in the WG suggested that this can be mitigated by (1) requiring a substantial majority of the LLC Board to approve the nomination, (2) requiring independent confirmation of the LLC-appointed director(s), and (3) limiting the director to one term via LLC appointment.

Based on this, feedback on these options is helpful:

All options include these two people on the seven person board:
* 1 IETF Chair or delegate selected by the IESG
* 1 Appointed by the ISOC Board of Trustees

Option 1 – Two from LLC:
* 3 Appointed by the IETF NomCom, confirmed by the IESG
* 2 Appointed by the LLC board itself, confirmed by the IAB

Option 2 – One from LLC:
* 4 Appointed by the IETF NomCom, confirmed by the IESG
* 1 Appointed by the LLC board itself, confirmed by the IAB

Thanks,
Jason