[Members] Board voting process and discussions

Dave Cridland dave at cridland.net
Wed Feb 26 00:00:50 UTC 2020

Hi pep,

On Tue, 25 Feb 2020 at 21:41, Maxime “pep” Buquet <pep at bouah.net> wrote:

> It is described in the bylaws that a board quorum is established by a
> majority (3/5) of board members, and out of this quorum a majority (2/3)
> can vote a motion. That is, 2 board members can pass a vote during a
> meeting with 3 present.
That's my reading too.

> §5.7: “The presence of a majority of the Members of the Board of
> Directors shall constitute a quorum”, and
> “a vote of the majority of the Directors present at a meeting in which a
> quorum is present shall be the act of the Board of Directors”
> This number seems fairly low to me for a few reasons.
> - 5 directors were elected by members, not 3.
> - Gathering people doesn't seem that easy. How many times have we seen
>   meetings adjourned because of missing people.
> I would be fine with not changing the bylaws if it was just a corner
> case that we don't see very often, but I am under the impression that
> getting 3 people out of 5 is actually the default.
> So independently of the bylaws changing, we need to do something about
> it.
> I would like to encourage board members to use the list as much as
> possible to start topics, and possibly even cast votes on-list.
> §5.8 "Action Without a Meeting" seems to enable us to do this.

I think this is broadly right, although in some cases we as an organisation
need decisions made relatively quickly by the Board.

Therefore, I'd suggest that the Board keep the existing bylaws, but do
indeed use "Actions without a meeting" and even use them even when you have
a meeting - much as the Council does. If the Chair wants to get a decision
there and then in a meeting, they still have that option.

But also, if Board members (or Council members) are finding the meeting
time awkward, the meeting time needs to be changed to a time that's
mutually convenient. I would personally prefer the corner case to be
eliminated by board members showing up to meetings, and if there's things
preventing this from happening it's those I'd like to concentrate on fixing.

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