#03: Board meeting quorum issues

[David Graham]

That must have been the best piece of work I've ever written. No
criticism! :)

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


On Mon, 12 May 2003, David Graham wrote:

> Ok.
>
> > ARTICLE FOUR - MEETING
>
> Untouched:
>
> > 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
> quarterly."
>
>
> Strike:
> > 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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> >
>
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