Print

Print


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