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Currently bylaws section 3.9 "Member Quorum" says in its first |
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paragraph: |
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|
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| Except as otherwise required by law, by the Certificate of |
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| Incorporation or by these Bylaws, one-third (1/3) of the members |
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| entitled to vote, represented in person, shall constitute a quorum |
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| at a meeting of members. |
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|
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I went through all logs of AGMs that I could find, and *none* of them |
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had that quorum of 1/3 of members. This is confirmed by the logs |
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themselves, e.g. in the 2015 AGM: |
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|
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> Sep 20 15:03:58 <NeddySeagoon> We have neveg had a quorum of |
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> memeors. Ever. I propose we go ahead with a quorum of trustees, |
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> which we have now |
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|
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Or in 2016: |
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|
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> Aug 21 15:02:06 <NeddySeagoon> Thus we don't have a quorum of |
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> members. We never do. I propose we contine anyway. If we delay |
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> a month, nothing is gained |
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|
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This is not really surprising when members are located in different |
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timezones spread out around the globe. However, if every single |
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meeting ends up being inquorate then this is an impossible and |
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unacceptable state of affairs. The New Mexico Nonprofit Corporation |
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Act says the following in section 53-8-16 "Quorum": |
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|
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| In the absence of any such provision, members holding one-tenth |
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| of the votes entitled to be cast on the matter to be voted upon |
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| represented in person or by proxy shall constitute a quorum. |
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|
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a) I therefore propose to lower to the member quorum in section 3.9 |
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to the default value provided by law, namely to 1/10. Also, members |
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who cannot participate (e.g. because they are located in an adverse |
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timezone) should be able to be represented by a proxy: |
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|
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| Except as otherwise required by law, by the Certificate of |
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| Incorporation or by these Bylaws, one-tenth (1/10) of the members |
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| entitled to vote, represented in person or by proxy, shall |
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| constitute a quorum at a meeting of members. |
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|
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b) If the above should not be accepted, I propose to only lower the |
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quorum (i.e., no proxies): |
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|
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| Except as otherwise required by law, by the Certificate of |
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| Incorporation or by these Bylaws, one-tenth (1/10) of the members |
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| entitled to vote, represented in person, shall constitute a quorum |
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| at a meeting of members. |
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|
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Ulrich |