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

Bruce Tonkin Bruce.Tonkin at melbourneit.com.au
Sat Jul 18 14:53:33 UTC 2015

Hello Greg,

Yes – I like the general principle of setting a 75% threshold.  This certainly relieves the concerns that some have that there is no criteria established in advance for the removal of a director.

>>  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."

Yes - I think the GNSO would take the 75% principle, and then create the relevant bylaws text that takes into account the bicameral structure of the GNSO.

Bruce Tonkin

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