#03: Board meeting quorum issues

John Goerzen jgoerzen at complete.org
Wed Mar 26 16:41:43 UTC 2003

On Wed, Mar 26, 2003 at 11:08:13AM -0500, David Graham wrote:
> On Wed, 26 Mar 2003, John Goerzen wrote:
> > No modifications to the Bylaws are necessary to deal with board Quorum
> > issues.
> I think a quorum of 2/3 is impratical, unless board members are
> automatically removed - without a recall procedure or vote - for missing,
> say, 2 consecutive meetings or 3 in a year (if they're monthly) without
> notice. I think it's also necessary to count an excused absence as
> attendance for the purpose of quorum. ie, if a board member says he will
> not attend, the quorum requirement drops by .666:

I'm not in favor of any automatic removal process.  I think that extenuating
circumstances can arise, and that second-guessing the vote of the membership
too easily is not wise.

I also disagree that an excused absence should be counted for quorum.

The whole point of quorum is to ensure that decisions are not taken by a
small, possibly unrepresentative, portion of the board.  The idea is to
prevent any one person or faction from ramming things through the board at a
time when members do not have a chance to vote against it.

To that end, I think that maintaining a quorum is essential.  I could be
persuaded to accept a quorum of "stricly more than half" -- that is, a
10-member board and an 11-member board have a quorum of 6.

> At minimum, the board should not be prevented from functionning if quorum
> is not met. If we ever get into a situation like we were in again, which

Actually, that is the whole idea of the quorum.  If quorum is not met, the
board *SHOULD* be prevented from functioning, since there is not sufficient
representation to make sure all sides of an issue are dealt with fairly.

> is not impossible - it did happen once - the board needs to be able to
> function and get work done. To that end, I proposed a 2/3 quorum be
> retained and a 50% concensus be allowed if quorum is not met. ie, on an 8
> member board, 4 people can carry out the business as long as there is
> concensus on everything - ie everyone has a veto.

There are alternatives to prevent the situation that happened before.  Some
of them are:

 * Permit members to recall board members without the need for any action
   from the Board (pending before us already).  Our problem before was that
   the Board couldn't muster the quorum to expel the problematic members.
   Now they don't have to.

 * Permit votes on specific resolutions to be placed in advance of a
   meeting by a member who knows of an absence.

 * Permit e-mail voting.

 * Adhere to the bylaws more strictly and have more business be conducted
   in committees.  (This is not a solution in itself, but a mitigating

-- John

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