On Mon, Apr 8, 2019 at 4:33 AM S Moonesamy <sm+ietf@xxxxxxxxxxxx> wrote:
Hello,
I noticed a potential issue while I was reading a DISCUSS on
draft-ietf-iasa2-rfc4071bis-08. There are currently five LLC
Directors. Section 6.7 specifies that the threshold for removing a
director is three votes. That is less than the minimum number of
directors needed for the transaction of business (Sections 6.9 &
6.10). Is that he intent?
(One of the document authors here)
Yes, regular business is 2/3 of directors needed and removal is the total number minus two. In normal business the LLC board will have 5, 6, or 7 members (if the board decides to appoint what are called "LLC-appointed Directors", see Section 6.2). This means that 4, 4, or 5 votes (respectively) will be required to pass normal votes and for Nomcom-appointed Director removal (there are only three of these) the votes would be 3, 4, and 5. Part of the rationale here was that a Director facing removal via this process will probably vote against removal and only needs to find one other voting member to defeat a higher threshold... in these cases you'd need three people against removal to accomplish that. best, Joe
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Joseph Lorenzo Hall
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Chief Technologist, Center for Democracy & Technology [https://www.cdt.org]
1401 K ST NW STE 200, Washington DC 20005-3497
e: joe@xxxxxxx, p: 202.407.8825, pgp: https://josephhall.org/gpg-key
Fingerprint: 3CA2 8D7B 9F6D DBD3 4B10 1607 5F86 6987 40A9 A871
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