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Association Meeting Quoroms
Fri, 02/26/2010 - 8:57am
I thought it would be helpful to explain a couple of things that have become clear to me regarding quoroms for our Association Meetings. NCNCA By Laws (Constitution) state that the number of Member Clubs present at an Association Meeting create a quorom. However, California Corporate Law states that a matter may not be voted on unless either one-third of Member Clubs are present (that would currently be about 25 member clubs as there are 75 on the rolls as of today) OR the item to be discussed and voted on is sufficiently documented on the meeting agenda TEN days in advance. We learned of this additional applicable legal requirement six days before the meeting.
Because we did not have 25 Member Clubs present at the last Association Meeting, we could not legally have the Member Clubs vote on any matter. This protects Member Clubs in that they are properly informed or represented before action is taken that may effect their rights. Otherwise three Member Clubs could show up at a meeting with new business, discuss and vote that new business into policy. This is all about transparency. Obviously until we either get that level of attendance/participation or work out the details of on-line participation then great attention must be made in the formation of the agenda or no business can be transacted via voting on measures.
When there is a quorom present at a meeting a simple majority vote carries any motion. The three exceptions are impeachment of an officer, expulsion of a Member Club or Individual from membership and amending the By Laws (Constitution). These three actions require a two-thirds vote of voting membership. There is some ambiguity in the By Laws (Constitution) on whether this is two-thirds of members present or two-thirds of all members with voting rights.
Why is this important to you? Understanding the quorom and voting rules allow business to be transacted in a manner that protects the rights of all Member Clubs. The Board of Directors is taking great care to stay within limits allowed by our By Laws (Constitution) and applicable California law to insure that your rights are protected in a transparent manner.
I would just add that there are good and sufficient reasons for the actions of the Board of Directors. If you have a concern please communicate that concern to the Board and give us an opportunity to resolve the apparent conflict. We would like to maintain an open dialog. In a separate post I will outline a few ways that we are opening lines of communication.
With the next NCNCA meeting coming up soon, is there still sufficient time to to publish an agenda with sufficient notice so that matters can be voted on by clubs?
If not, should the meeting be delayed?
Eventually, we need to get things organized in a way that allows the BOD alone-not club delegates, to vote on the substantial majority of items before the NCNCA. The BOD members will also tend to be better-informed than club delegates about most of the topics that need to be voted on.
A BOD that is (currently) unable to vote expeditiously on some items has a crippling effect for the NCNCA.
As a member of the NCVA BOD I can think of many items that we vote on that were not known 7-10 days ahead of time, and/or it would have been cumbersome and time-consuming to try to educate all club delegates about the item prior to voting. Of course, NCNCA members should come to a meeting to express their point of view about items of interest, and I know that on the NCVA BOD we give great consideration to those points of view before we vote.
We elect BOD members to represent us, and for many reasons they should be the only ones voting on the majority of items. If the bylaws don't allow for this now, then I hope it will be a priority to change that.