[HCoop-Discuss] Corrected bylaws amendments for voting (probably starting TOMORROW)

[Nathan Kennedy]

docelic wrote:
> On Mon, Jan 21, 2008 at 03:26:15PM -0500, Nathan Kennedy wrote:
>   
>> Inserting the following section after Section 405:
>> Section 406. The board may take no action unless a quorum of three 
>> directors is present and all directors have been given prior notice.  
>> Such notice must be at least 48 hours unless the action is approved by a 
>> majority of the entire board, and all directors may vote by proxy or 
>> advance communication without actual presence at any meeting.
>>     
>
> How many board members constitute "a majority of the entire board"?
>   
I meant a "simple majority," and should change this to say that.  It 
would be 3 if there were 5 board members, but remember that there could 
be vacancies in the board, so if there were two vacancies a majority 
would be 2.
> If that number is three, then the 48 hours notice seems to be somehow
> "masked" by this. It means a board member could always, for all 
> decisions, ask two other board members to vote, never notifying
> the other remaining two.
>   
My intent was to require prior notice in ALL cases, and to require that 
notice to be at least 48 hours _unless_ a majority already agrees, in 
which case it could be shorter.  This was intended to deal with 
situations where a decision had to be made quickly and a consensus of a 
majority existed.  I'm not sure this exception is necessarily a good 
thing though.  Only time and experience can show up the strengths and 
weaknesses of our procedure.
> Maybe this should be replaced with a statement that simply a majority
> of the board is needed for a quorum, and that any decisions made should be
> posted to board at hcoop.net within 24 hours.
>   
As mentioned above, notice would always need to be made, and an 
opportunity to participate would always need to be provided.

-ntk