Re: #03: Board meeting quorum issues

From: David Graham <cdlu(at)pkl(dot)net>
To: John Goerzen <jgoerzen(at)complete(dot)org>
Cc: spi-bylaws(at)lists(dot)spi-inc(dot)org
Subject: Re: #03: Board meeting quorum issues
Date: 2003-03-26 16:08:13
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I disagree wholeheartedly.

On Wed, 26 Mar 2003, John Goerzen wrote:

> I propose:
> No modifications to the Bylaws are necessary to deal with board Quorum
> issues.
> Rationale:
> * We will now be able to remove inactive board members without any action
> from the Board.
> * The Bylaws already provide for Board members being held only quarterly.
> If the Board forms committees as contemplated by the bylaws, this should be
> sufficient, and should reduce the quorum problem.
> * The Bylaws already carry a sufficient notice requirement.

I think a quorum of 2/3 is impratical, unless board members are
automatically removed - without a recall procedure or vote - for missing,
say, 2 consecutive meetings or 3 in a year (if they're monthly) without
notice. I think it's also necessary to count an excused absence as
attendance for the purpose of quorum. ie, if a board member says he will
not attend, the quorum requirement drops by .666:

8 member board, 1 person indicates they will not make it, quorum goes from
5.333 (6) to 4.666 (5). If a second person indicates they will not make
it, it goes to 4.0 (4), and so forth. They should also be allowed to
attend by proxy, within limits.

At minimum, the board should not be prevented from functionning if quorum
is not met. If we ever get into a situation like we were in again, which
is not impossible - it did happen once - the board needs to be able to
function and get work done. To that end, I proposed a 2/3 quorum be
retained and a 50% concensus be allowed if quorum is not met. ie, on an 8
member board, 4 people can carry out the business as long as there is
concensus on everything - ie everyone has a veto.

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


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