#03: Board meeting quorum issues

John Goerzen jgoerzen at complete.org
Sat May 31 13:56:48 UTC 2003

[ chairman hat on]

The below proposal has passed and voting has finished, the outcome being

Taral, you can go ahead and update your bylaws page.

The following people voted YES:

Jimmy Kaplowitz
David Graham
John Goerzen

No NO votes were heard.

----- Forwarded message from Jimmy Kaplowitz <jimmy at debian.org> -----

From: Jimmy Kaplowitz <jimmy at debian.org>
Date: Fri, 30 May 2003 20:38:00 -0400
To: John Goerzen <jgoerzen at complete.org>
Cc: David Graham <cdlu at pkl.net>, spi-bylaws at lists.spi-inc.org
Subject: Re: #03: Board meeting quorum issues

On Thu, May 22, 2003 at 03:36:33PM -0500, John Goerzen wrote:
> On Thu, May 22, 2003 at 04:31:29PM -0400, David Graham wrote:
> > That must have been the best piece of work I've ever written. No
> > criticism! :)
> Shall we go ahead and schedule a vote on this part then:

After discussing David's draft with him on IRC, he mentioned that he was
uncomfortable with the wording, suggesting that it might be open to
future misinterpretation. Therefore, I have come up with a rewritten
wording, which expresses nearly the same thought, and which David says
he's happy with:

	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:
	There shall be no quorum requirement for a meeting to take place.
	However, no individual vote taken by the board may be binding without
	the participation of at least half the board members. If two-thirds of
	the board members participate, then a simple majority shall be required
	for passage, unless the item being voted on sets a higher requirement.
	If fewer than two-thirds of the board members participate, then
	unanimous approval of the members present with no abstentions shall be

The only substantive difference is the addition of the possibility for
the author of a given resolution to require more than a simple majority
for passage. This does not weaken the requirements at all, for there is
no way that a resolution could set a lower requirement (i.e., fewer than
a simple majority). It only allows the author of a potentially
controversial resolution to require greater unanimity when appropriate.
I think this is an improvement rather than a weakening.

To move the process along a bit, I formally propose the above amendment,
and I vote "yes" on it. If people want to revise further, I have no
objection to that, but since all of us (including me) have taken as long
as we have, I thought I'd do something formal rather than just
continuing discussion.

- Jimmy Kaplowitz
jimmy at debian.org

----- End forwarded message -----

John Goerzen <jgoerzen at complete.org>                       www.complete.org

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