[CCWG-ACCT] Removal of an individual Board director by an SO or ALAC

Jon Nevett jon at donuts.co
Sat Jul 18 13:12:54 UTC 2015


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 at 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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