Gentoo Archives: gentoo-nfp

From: Ulrich Mueller <ulm@g.o>
To: gentoo-nfp@l.g.o
Subject: [gentoo-nfp] [RFC] Bylaws change: Lower the member quorum to 1/10
Date: Sat, 02 Jun 2018 10:32:45
Message-Id: 23314.29253.934080.636545@a1i15.kph.uni-mainz.de
1 Currently bylaws section 3.9 "Member Quorum" says in its first
2 paragraph:
3
4 | Except as otherwise required by law, by the Certificate of
5 | Incorporation or by these Bylaws, one-third (1/3) of the members
6 | entitled to vote, represented in person, shall constitute a quorum
7 | at a meeting of members.
8
9 I went through all logs of AGMs that I could find, and *none* of them
10 had that quorum of 1/3 of members. This is confirmed by the logs
11 themselves, e.g. in the 2015 AGM:
12
13 > Sep 20 15:03:58 <NeddySeagoon> We have neveg had a quorum of
14 > memeors. Ever. I propose we go ahead with a quorum of trustees,
15 > which we have now
16
17 Or in 2016:
18
19 > Aug 21 15:02:06 <NeddySeagoon> Thus we don't have a quorum of
20 > members. We never do. I propose we contine anyway. If we delay
21 > a month, nothing is gained
22
23 This is not really surprising when members are located in different
24 timezones spread out around the globe. However, if every single
25 meeting ends up being inquorate then this is an impossible and
26 unacceptable state of affairs. The New Mexico Nonprofit Corporation
27 Act says the following in section 53-8-16 "Quorum":
28
29 | In the absence of any such provision, members holding one-tenth
30 | of the votes entitled to be cast on the matter to be voted upon
31 | represented in person or by proxy shall constitute a quorum.
32
33 a) I therefore propose to lower to the member quorum in section 3.9
34 to the default value provided by law, namely to 1/10. Also, members
35 who cannot participate (e.g. because they are located in an adverse
36 timezone) should be able to be represented by a proxy:
37
38 | Except as otherwise required by law, by the Certificate of
39 | Incorporation or by these Bylaws, one-tenth (1/10) of the members
40 | entitled to vote, represented in person or by proxy, shall
41 | constitute a quorum at a meeting of members.
42
43 b) If the above should not be accepted, I propose to only lower the
44 quorum (i.e., no proxies):
45
46 | Except as otherwise required by law, by the Certificate of
47 | Incorporation or by these Bylaws, one-tenth (1/10) of the members
48 | entitled to vote, represented in person, shall constitute a quorum
49 | at a meeting of members.
50
51 Ulrich

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