Subject: Re: Last Call: <draft-ietf-iasa2-rfc4071bis-08.txt> (Structure of the IETF Administrative Support Activity, Version 2.0) to Best Current Practice

From: S Moonesamy <[email-masked]>
Date: Mon, 08 Apr 2019 00:34:15 -0700

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?

Regards,
S. Moonesamy

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From: Joseph Lorenzo Hall <[email-masked]>
Date: Tue, 9 Apr 2019 10:55:00 -0400

> 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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From: S Moonesamy <[email-masked]>
Date: Tue, 09 Apr 2019 12:20:49 -0700

Hi Joe,
At 07:55 AM 09-04-2019, Joseph Lorenzo Hall wrote:
>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

Thank you for explaining the intent.  There is a way to disable Section 6.7.

Regards,
S. Moonesamy