#03: Board meeting quorum issues

[David Graham]

On Mon, 5 May 2003, John Goerzen wrote:

> On Sat, May 03, 2003 at 10:04:29PM -0400, David Graham wrote:
> > 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
>
> I could support that if the 1/2 is rewritten to "greater than 1/2" -- that
> is, if you have 12 board members, you'd have to have 7 to qualify under this
> rather than 6.  If you have 13, 7 would still be the number.

I thought about it being >1/2 but I concluded half was indeed adequate.
Here's why:

In a 10 member board, as exists today, quorum is 7. Greater than half is
6. The difference is insubstantial.

However, if quorum is met and 7 people show up, a decision can be made
with the agreement of only four people, less than half the board.

If 5 people - half - the board shows up, and because they have not met
quorum, they need to have unanimous consent which is actually a higher
number of in favour votes than under the quorum rules.

I also believe it's critical to have some kind of automatic removal
procedure for frequently delinquent board members. If several board
members have stopped attending and the board needs to approve their
removal, that's a dead-end situation. What should instead happen is the
automatic suspension of a board member for meeting, say, 2 consecutive
meetings without notice. They can then appeal that decision at the
following board meeting -- if they attend. But meanwhile the board has
gotten smaller without them, quorum has been reduced, and the organisation
continues to operate.

> > 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.
>
> It's pretty difficult to define a quorum for e-mail meetings.  The others
> are real-time and are more easy to include under the existing systems.  Do
> you have any ideas about that?

I don't think it's necessary to distinguish between methods of the
meeting. If someone attends a meeting on IRC it's the same as if they call
into a telephone conference call or participate in the discussion in an
email-based meeting. If they didn't participate in the email discussion,
they weren't present and quorum rules apply.

A possible remedy for "disappearing member" problems during an email
meeting is have per-vote quorum. For a vote, at least n board members must
agree/disagree/abstain for the vote to be binding. Based on my earlier
comments, if 1-4 people vote, the vote isn't binding. If 5 or 6 vote,
there has to be absolute concensus. If 7-10 people vote, it goes by simple
majority.

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