Voting

[jlivingood]

Glenn: In addition to counting of votes we should have language about what do when handling ties, and if there is a certain minimum size to over ride a previous decision. Also, for reporting and transparency is there a time before a major vote the proposition must be published to the community for comment? This wouldn’t be for minor things, but very major things.

Bob: Have we defined a quorum?

Bob:

1. Regular decisions of the Board are made by a [majority / super-majority / unanimous] vote of a quorum in a live meeting or via a reliable electronic method. (I recommend we define as MAJORITY)

Assuming there are seven board members, and a quorum is a majority (that is, 4 of 7), then a majority of the quorum would be three board members. That seems to be be to be a little lite because it’s less than a majority of the board. I think a minimum of 4 would be better for regular decisions. Or else make the quorum requirement be larger.

It also needs to be defined if the quorum is for the number of sitting board members, or the max number of board members.

2. Certain special decisions [of what type?] will require a [super-majority / unanimous] vote.
3. If using super-majority, we must then define it as something like two-thirds, three-quarters, or whatever. I suspect 2/3 is the most straightforward, and consistent with what ISOC’s bylaws specify.

Turning this into numbers a minimum of 5 (or 6) would work for the super-majority. Should be larger than for “regular” decisions.

4. Absentee voting and voting by proxy shall not be permitted. (Also consistent with ISOC’s bylaws.)

Agree.

5. Possible special decisions that might require a super-majority:
   • Creation or dissolution of any Board committees. (maybe a regular majority will suffice?)
   • Appointment of LLC-selected Directors.
   • Hiring or terminating the IETF Executive Director.

Sounds fine. //end bob//

Ted:

It also needs to be defined if the quorum is for the number of sitting board members, or the max number of board members.

I agree with Bob's point, and I'll also note that some groups that require voting currently combine live and electronic voting. If there isn't a quorum at a live meeting, in other words, you can post an e-vote with the positions of those present already recorded in it, and just collect the new positions. Given that process, I would say that decisions should be made "by majority vote of the committee". That will mean that if quorum is also a majority, you need unanimity among those present to do a live vote(usual for minutes etc.) and either electronic or blended online/offline vote otherwise.

Turning this into numbers a minimum of 5 (or 6) would work for the super-majority. Should be larger than for “regular” decisions.

The previous discussion pointed out that 2/3 vote was necessary to expel someone from the Board, if we are following ISOC's lead. It's hard for me to think of any decision more serious, so I'd say that they should line up and that 2/3 is probably enough.

Since I don't favor having LLC-selected Directors, let me say simply that I agree that hiring and firing should be super-majority. Board committees, on the other hand, seem to me something that should be at the discretion of the board.

//end ted//

Joe: Definitely removal/appointment of new board members should be super-majority.

Brian: I don't think it's for us to define the detailed voting rules; normally that's one of the first items that a newly constituted board defines.

+1 for electronic voting, but judging by the legal advice ISOC got many years ago, electronic votes need to be ratified later face to face.

[jlivingood]

Bob: It’s my understanding that the rules for electronic voting for boards is regulated by the local the LLC is registered. For example, the ISOC board has to follow the rules established by the District of Columbia (DC) where ISOC is registered. The ISOC board had to change it’s bylaws to change it’s procedures when the DC rules changed. While we might want to allow a mix of in person and electronic votes, it will depend on if this is permitted.

What ever electronic voting is decided on will need to be aligned with what’s allowed by the local where the LLC is registered.

[jlivingood]

Need to determine this, per counsel.

e) Decisions of the Board are made by (1) a [majority] vote of a quorum in a live meeting, with a quorum present (quorum = [majority] of Board members then in office), or (2) a [majority] vote of Board members then in office made via a reliable electronic method.

i) Certain decisions will require a [super-majority/n-1/unanimous] vote: (a) __, (b) __, (c) ….

[jlivingood]

For quorum - re-use ISOC text: At all meetings of the Board, a majority of the Trustees then in office shall constitute a quorum for the transaction of business. Unless a greater affirmative vote is expressly required for an action under applicable law, the Society’s Articles of Incorporation, or these By-laws, the affirmative vote of a majority of the Trustees present at any meeting at which a quorum is present shall be an act of the Board. Absentee voting and voting by proxy shall not be permitted. If a quorum shall not be present at any meeting of the Board, the Trustees present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

[jlivingood]

Board Voting {#voting}

The Board can hold votes in meetings of the Board or, in some cases, via electronic means if permissable. Decisions on regular LLC matters shall be made by majority vote. Decisions on special LLC matteers, at least a 2/3 majority must vote in favor, with the exception of removal of a Director as specified in {{#director-removal}}.

Quorum {#quorum}

At all meetings of the Board, a majority of the Directors then in office shall constitute a quorum for the transaction of business. Unless a greater affirmative vote is expressly required for an action under applicable law, the LLC guidelines, or other Board policies, the affirmative vote of a majority of the Directors present at any meeting at which a quorum is present shall be an act of the Board. Absentee voting and voting by proxy shall not be permitted. If a quorum shall not be present at any meeting of the Board, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.