#03: Board meeting quorum issues

David Graham cdlu at pkl.net
Sun May 4 02:04:29 UTC 2003

Er, yeah. Sorry I've not been participating as much as I should.

David "cdlu" Graham 			cdlu at pkl.net
Guelph, Ontario			SMS: +1 519 760 1409

On Wed, 23 Apr 2003, John Goerzen wrote:

> Anyone have any thoughts on this yet?  Please? :-)
> On Wed, Apr 02, 2003 at 10:03:31AM -0600, John Goerzen wrote:
> > [ chairman hat on ]
> >
> > Thanks to everyone for participating in the process so much this week.
> > We've made a lot of progress in a short time.  At the same time, we need to
> > keep up this pace to meet our deadlines.

*innocent looks all around*

> > The next oldest thing on our plate was the board meeting quorum problem.
> > I'd like us to get this resolved quickly, and finish off our other old
> > business, before I introduce new items for discussion.  My hope is that this
> > will help us remain better focused and more efficient.
> >
> > [ chairman hat off ]
> >
> > When we last left it, we were pretty far away from consensus.  I had
> > proposed no changes.  David proposed a sliding quorum scale based on
> > regrets.  We've also heard of sliding scales based on missing a certain
> > number of meetings, etc.
> >
> > So, now's the time to take all these different viewpoints, apply some pixie
> > dust, and magically arrive at a cohesive workable solution :-)
> >
> > Let me start out by stating where I stand:
> >  * I believe that the Board should appoint more committees to handle its
> >    regular business, and return to quarterly meetings as contemplated by our
> >    current bylaws.
> >
> >  * Further, if we are going to allow non-real-time meetings, I believe that
> >    the quorum issues are less significant.
> >
> >  * Therefore, my conclusion is that we should use other means to engineer
> >    the problem out of the picture rather than directly modifying quorum.
> >
> > However, having said all that, I am willing to compromise on some points.
> > We could, for instance, change quorum from 2/3 to 3/5 to make it a little
> > easier.  That would change quorum from 7 to 6 with the current makeup, which
> > could help things.  David's sliding scale based on regrets is not completely
> > unreasonable in my mind.
> >
> > What I don't want to see is something based on missing x meetings.  This
> > creates a bookkeeping headache and procedural troubles (how do we know if
> > they officially missed the last meeting if the minutes for it haven't yet
> > been approved because there is no quorum to do so?)  More generally, I think
> > anything relating to presence or performance at past meetings is too complex
> > to be practically workable, at least given our current organization.
> >
> > Of course, I can be overruled here too :-)  Consider this a starting place
> > for discussion.

I support the creation of subcommittees (such as this one, the membership
committee, perhaps a project membership committee, ...) to alleviate
pressure on the board, but it does not change the problem of quorum.
Whether the meetings are daily, weekly, monthly, or tri-monthly, nothing
is accomplished if the quorum is not met.

I would settle for this:

Quorum is no less than 2/3 of the board for normal majority-voting
functionning. However, 1/2 the board can hold a meeting if total concensus
is reached for all decisions - ie no dissenting votes. This effectively
gives all attending members a veto. It also reduces the risk of a member
exercising a veto on a decision by not showing up and preventing the
meeting from taking place, and also prevents just one or two people from
carrying out the decisions against the potential will and interests of the

I also believe non-IRC meetings, ie email, telephone conference call, real
life, whatever, should be explicitly authorised, subject to the same
quorum rules as IRC meetings - ie they should not be differentiated. If
2/3 of the people participate in the email meeting, a majority is fine to
make a decision. If 1/2 the board participates, they all have to agree.

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