4.1 Power: Removing Individual Board Directors – (section 7.3)
Current State
Any Director may be removed, following notice to that Director, by a three-fourths (3/4)
majority vote of all Directors; provided, however, that the Director who is the subject of
the removal action shall not be entitled to vote on such an action or be counted as a
voting member of the Board when calculating the required three-fourths (3/4) vote; and
provided further, that each vote to remove a Director shall be a separate vote on the sole
question of the removal of that particular Director. If the Director was selected by a
Supporting Organization, notice must be provided to that Supporting Organization at the
same time notice is provided to the Director. If the Director was selected by the At-Large
Community, notice must be provided to the At-Large Advisory Committee at the same
time notice is provided to the Director
CCWG – Accountability Proposal
This power would allow for the removal of a Director before his or her fixed term comes
to an end. It is vitally important to recognize that the Bylaws state that each Director must
act in the collective interest of all stakeholders and not the single interest of a single
stakeholder. Therefore, there will be a singular process for Director removal that applies
to all Directors, with no differentiation as to the appointing body. This will ensure that
no Director can be subject to capture by his/her appointing body.
It is equally important to recognize that the removal of a Director is a serious matter and
cannot be exercised without cause., Accordingly, pre-service letters are to be signed as a
condition of serving on the ICANN Board. These letters would indicate cause for
removal from the Board upon the occurrence of specific events (to be defined).
with no rules set as to limitations on such removal or requirements for a
particular cause for such removal. It is expected that this power would only be
exercised in cases of serious difficulty with a particular Director.
For the seven Directors appointed by one of the three SOs or by the At-Large
Community), a process led by that organization or subdivision would decide on the
Director’s removal. Only the SO or AC that appointed the Director could decide on that
director’s removal. For the purposes of such a removal process, SO means the SO or for
the case of the GNSO, the GNSO House that has the Bylaw right to appoint a director.
AC means the At-Large Community and Nominating Commmittee means
The following process applies for removing a Director appointed by an SO or AC:
1. A decision to start consideration of a Director’s removal requires a call to do so,
approved by a simple majority in the SO or AC which originally appointed the director.
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