#03: Board meeting quorum issues

David Graham cdlu at pkl.net
Mon May 12 16:53:11 UTC 2003




> The annual board meeting of this organization shall be electronically
> held on the first day of July, each and every year except if such day be
> a legal holiday then and in that event the Board of Directors shall fix
> the day but it shall not be more than two weeks from the date fixed by
> these by-laws. The Secretary shall cause to be mailed (electronically or
> otherwise) to every board member in good standing at his or her address
> as it appears in the membership roll book of this organization a notice
> telling the time and place of such annual meeting.

> Regular meetings of the board of this organization shall be held
> quarterly.

While not part of the discussion in any serious way, I encourage a
(separate) vote on changing this paragraph to read:

"Regular meetings of the board of this organisation shall be held at least

> The presence of not less than two-thirds of the board members shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization, but a lesser number may adjourn the meeting for a
> period of not more than two weeks from the date scheduled by these
> by-laws and the Secretary shall cause a notice of this scheduled meeting
> to be sent to all those members who were not present at the meeting
> originally called. A quorum as hereinbefore set forth shall be required
> at any adjourned meeting.

Replace with:

"The participation of not less than two-thirds of the board members shall
constite a quorum and shall be necessary for an individual vote to be
binding, however the participation of no less than one half of board
members may result in a binding vote if and only if all participating
members agree."

I'm not sure what to do about the scheduled meeting deferral business,
especially with the allowance of non real-time electronic meetings, if we
go with that.

Though deferrals become unnecessary as quorum is per-vote not per-meeting
and any vote could be called at any time. As long as quorum is met, or
half the board approves without a single disapproval, work goes on.
Meetings become less important.

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

On Fri, 9 May 2003, John Goerzen wrote:

> On Fri, May 09, 2003 at 11:32:31AM -0500, Taral wrote:
> > On Mon, May 05, 2003 at 12:05:03PM -0400, David Graham wrote:
> > > 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.
> >
> > This works. It enables a "bypass" of the quorum rules in cases where
> > meeting quorum would not change the outcome.
> OK, I think I could support that compromise as well.  I'm convinced :-)
> Would you like to write it up David?
> > > 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.
> >
> > This I very much support. So far I like all your ideas.
> I think a per-vote quorum would work well not just for e-mail but for all
> meetings.  One problem is that sometimes someone steps out of the IRC
> session.
> Also an absention should not count against the unanimous requirement.
> -- John
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