#03: Board meeting quorum issues

[chairman hat on]
Up for discussion:

03 The board has been stymied often due to an inability to make
quorum, and not being empowered to make decisions in an offline
manner, failing quorum.

Quorum. 'nuff said.

If quorum has to be maintained, then proxy votes should be permitted.

Quorum should be "ditched outright", or its restrictions loosened.

Quorum is not problematic, but only if board members can be recalled.
A "leave" system where board members on vacation are not counted would
help.

On Mon, 10 Mar 2003, John Goerzen wrote:
> [chairman hat on]
> Up for discussion:
>
> 03 The board has been stymied often due to an inability to make
> quorum, and not being empowered to make decisions in an offline
> manner, failing quorum.
>
> Quorum. 'nuff said.
>
> If quorum has to be maintained, then proxy votes should be permitted.
>
> Quorum should be "ditched outright", or its restrictions loosened.
>
> Quorum is not problematic, but only if board members can be recalled.
> A "leave" system where board members on vacation are not counted would
> help.

In my opinion, quorum should be removed in favour of sufficient-notice
rules, so that the president or secretary can't call a meeting for three
minutes from now to pass an unpopular motion.

The reason I think quorum should be eliminated is that a board member who
is interested in the functionning of the organisation will make evey
attempt to attend meetings. If a resolution or a motion is passed that the
board member does not favour, that board member will learn not to miss
board meetings.

I believe board members should be allowed to appoint proxies to attend
board meetings on their behalf, with limits - such as you can only attend
25% of meetings by proxy and/or no individual can proxy for you more than
once.

I also believe that if a board member fails to attend a meeting for three
meetings without a proxy or regrets in one session (ie one
election-election period), that that board member should be removed
without a hearing, and have the recourse of the bi-election to appeal
their case.

As for making decisions outside of meeting, e-mail does constitute an
electronic media and the current by-laws, as I understand them, do allow
that. I don't see anything wrong with the e-mail voting system, as it
allows business to be conducted between meetings, as needed.

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

On Tue, Mar 11, 2003 at 03:40:49PM -0500, David Graham wrote:
> In my opinion, quorum should be removed in favour of sufficient-notice
> rules, so that the president or secretary can't call a meeting for three
> minutes from now to pass an unpopular motion.

I think both should be present. Quorum should be 2/3 of the board
members, but the quorum requirement is waived in the case of N days
notice. I believe N should be at least 30, if not 60. There needs to be
a way to object to notice, such that if more than 1/3 of the board
objects to the notice, it is invalidated.

--
Taral <taral(at)taral(dot)net>
This message is digitally signed. Please PGP encrypt mail to me.
"Most parents have better things to do with their time than take care of
their children." -- Me

On Tue, Mar 11, 2003 at 03:40:49PM -0500, David Graham wrote:
> The reason I think quorum should be eliminated is that a board member who
> is interested in the functionning of the organisation will make evey
> attempt to attend meetings. If a resolution or a motion is passed that the
> board member does not favour, that board member will learn not to miss
> board meetings.

This argument is somewhat persuasive -- in the case of sufficient notice
and objection periods.

> I believe board members should be allowed to appoint proxies to attend
> board meetings on their behalf, with limits - such as you can only attend
> 25% of meetings by proxy and/or no individual can proxy for you more than
> once.

This I think I could find acceptable.

--
Taral <taral(at)taral(dot)net>
This message is digitally signed. Please PGP encrypt mail to me.
"Most parents have better things to do with their time than take care of
their children." -- Me

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 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

On Wed, Mar 26, 2003 at 11:08:13AM -0500, David Graham wrote:
> On Wed, 26 Mar 2003, John Goerzen wrote:
>
> > No modifications to the Bylaws are necessary to deal with board Quorum
> > issues.
>
> 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:

I'm not in favor of any automatic removal process. I think that extenuating
circumstances can arise, and that second-guessing the vote of the membership
too easily is not wise.

I also disagree that an excused absence should be counted for quorum.

The whole point of quorum is to ensure that decisions are not taken by a
small, possibly unrepresentative, portion of the board. The idea is to
prevent any one person or faction from ramming things through the board at a
time when members do not have a chance to vote against it.

To that end, I think that maintaining a quorum is essential. I could be
persuaded to accept a quorum of "stricly more than half" -- that is, a
10-member board and an 11-member board have a quorum of 6.

> 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

Actually, that is the whole idea of the quorum. If quorum is not met, the
board *SHOULD* be prevented from functioning, since there is not sufficient
representation to make sure all sides of an issue are dealt with fairly.

> 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.

There are alternatives to prevent the situation that happened before. Some
of them are:

* Permit members to recall board members without the need for any action
from the Board (pending before us already). Our problem before was that
the Board couldn't muster the quorum to expel the problematic members.
Now they don't have to.

* Permit votes on specific resolutions to be placed in advance of a
meeting by a member who knows of an absence.

* Permit e-mail voting.

* Adhere to the bylaws more strictly and have more business be conducted
in committees. (This is not a solution in itself, but a mitigating
factor)

-- John