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

Greg Shatan gregshatanipc at gmail.com
Sat Jul 18 14:04:34 UTC 2015


Any definition of supermajority relating to the GNSO has to take into
account the bicameral nature of the GNSO.

The GNSO Supermajority definition in the bylaws is clearly lower than 75%
no matter how you slice it.  Thus, it would fail any requirement for a 3/4
supermajority.

If we want to (or are required to) be true to the 75% concept in the GNSO,
then we will need to consider a heightened supermajority for these purposes
in the GNSO.  E.g.,


a) three-fourths (3/4) of the Council members of each House,

or (b) four-fifths (4/5) of one House and a two-thirds (2/3) of the other
House."

Greg

On Sat, Jul 18, 2015 at 9:15 AM, Jordan Carter <jordan at internetnz.net.nz>
wrote:

> Hi Bruce
>
> The first public comment report and the current draft for the second
> report are consistent in agreement with your proposal.
>
> That is, they propose a common threshold of 75% of the decision body to
> agree the removal of an individual director.
>
> Interested in others' views about the point re GNSO?
>
> cheers
> Jordan
>
> On 18 July 2015 at 14:12, 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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>>
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>>
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>>
>>
>
>
> --
> Jordan Carter
>
> Chief Executive
> *InternetNZ*
>
> 04 495 2118 (office) | +64 21 442 649 (mob)
> jordan at internetnz.net.nz
> Skype: jordancarter
>
> *A better world through a better Internet *
>
>
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