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We've had the topic of quorum on the agenda a few times. At the
last meeting, I said I thought our annual meeting would be a good
time to take that up officially. I said I'd send a proposal to the
list.
To recap the concern: Our bylaws currently set the quorum at 10%. As we add members (which is great!), the required quorum increases proportionally. However, it seems we have approximately the same core group interested in governance. If we grow much more, we may be unable to meet the quorum requirement. We have already had a couple meetings where we had to wait for people to show up, or contact people to encourage them to join the call.
The attendance numbers going back to the end of 2017 are: 11, 11, 10, 9*, 12, 12, 11, 16*, 11, 16, 15*, 15, 15
* Regular annual meeting with election.
The current Bylaws and the Attendance information can be found
at:
http://micemn.net/resources.html
As of the last meeting, our voting membership was 118, which puts quorum at 12 members.
(Also, I understand that a merger has happened which would reduce most, if not all, of the previous attendance numbers by 1.)
Counterargument: We haven't actually completely failed quorum
yet. Counter-counter-argument: It's been close, and if it happens,
then without a quorum, we can't fix the issue.
We previously discussed the idea of setting a cap on the quorum. That is, it would be 10% or X, whichever is lower. This is consistent with other provisions in the bylaws (e.g. 3% or 50 members, whichever is less, can call a meeting if no meeting has occurred in 15 months). This seems like a great solution to me. I think 10 would be a good number.
I propose that section 1.11 of the bylaws be amended to read as follows:
Members representing ten percent (10%) of the voting power of the membership interests entitled to vote at a meeting of the members, or at least ten (10) members, whichever is less, are a quorum for the transaction of business.
Thoughts?
-- Richard
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