2018 Quorum Clarification

VOTE PROPOSAL ROUGH DRAFT

I propose a vote to clarify the convoluted, confusing and seldom regarded bits in the current bylaws that cover quorum for votes. It would simply require 1/3 of Full members to participate in a vote, for it to meet quorum. It aligns with actual behavior of the officers, board and membership and all votes from the past several years, that I've witnessed.

Sponsors

• Ray Doeksen

Background

There is a very convoluted bit in the bylaws intended to allow a vote to happen even if Full members stay away from voting ... essentially it removes a member from a count towards quorum if they are inactive and don't participate for a period of time. However, record-keeping, conduct of meetings and understanding of the process is so poor, that it has never been properly conducted. Any vote that would be attempted under the true bylaws-specified process could easily be challenged based on poor audits of membership and record-keeping. The de facto standard then, has been to interpret quorum in the most conservative way at 1/3 of full members. This is still difficult, since in every audit of full members, some are found to not be in good standing, or still be on the rolls despite being suspended or otherwise not a full member, and it isn't unthinkable that a full member who is paying, is somehow listed as not being so, or otherwise did not get a vote announcement or proxy email. This vote does not address the process of conducting a member audit, validating the full member rolls, or anything else; it leaves that where it was, a challenge that the officers, board and full membership should attend to.

Language

Remove Section 5.1.2.1 of the Bylaws, which is what defines a process for modifying the quorum calculation, but has never been successfully or accurately executed.

Restores quorum to a simple 1/3 of Full Members. Definition of quorum remains the same. Definition of Full Member remains the same. All else remains the same and if passed, the bylaws will, for the first time, reflect actual practice and the historical experience of the conduct of a vote. You won't even feel a slight disturbance in the Force.

Existing Language

Quorum

Quorum for a vote of the membership of Pumping Station: One shall require at least one-third of the existing voting membership on the day of the vote. For the purposes of calculating the quorum, properly submitted proxy statements by members shall count as attendance.

[A quorum definition change was added by a vote on 07-19-2011 but the actual text voted on is lost to history. Some people say it was this, but no one knows for sure. One thing that everyone agrees on is that the number of members needed for a quorum was changed from 50% to one-third.]

Non-Voting Members*

Full Members have the option at any time to become Non-Voting Members, or thereafter to re-activate as a voting Full Member, by emailing our voting account ([email protected]) or notifying the Board of Directors. Non-Voting Members will not be counted when calculating whether quorum has been reached.

Full Members who have not attended a meeting or voted by proxy or in absentia for three consecutive months will automatically become Non-Voting Members until they re-activate by either voting or attending a meeting. Non-Voting Members who become Non-Voting by choice can only re-activate by emailing our voting account or by notifying the Board of Directors. As a convenience, Non-Voting Members *can* opt-in to voting for any issue without revoking their Non-Voting status. They will count toward quorum for any vote in which they participate. Board members are not eligible to become Non-Voting Members. Records of member attendance and voting will be maintained by the Secretary. [This non-voting provision added by a vote on 03-22-2011.]

Proposed Language

Quorum

Quorum for a vote of the membership of Pumping Station: One shall require at least one-third of the existing voting membership on the day of the vote. For the purposes of calculating the quorum, properly submitted proxy statements by members shall count as attendance.

[A quorum definition change was added by a vote on 07-19-2011 but the actual text voted on is lost to history. Some people say it was this, but no one knows for sure. One thing that everyone agrees on is that the number of members needed for a quorum was changed from 50% to one-third.]

Future

Future bylaws changes, revisions or updates can be voted in with confidence that the true rules are being followed. There should be no concern that a vote would not meet quorum: the difficulty in meeting quorum has, in the past several years, not been a factor in passing any even mildly important vote. Further discussion of that point should be conducted at meetings, on Google Groups, etc. This is simple: it brings actual patterns of conduct in line with a rule, without any change required to our regular patterns of behavior or expectations.

Timeline

• First rough draft posted: 10/23/2018
• Vote template added: TBD
• Language locked: TBD
• Submitted to Secretary for scheduling: TBD
• Vote scheduled for; TBD
• Vote first conducted: TBD
• Outcome of vote: TBD