We've had the topic of quorum on the agenda a few times. At the last meeting, I said I thought our annual meeting would be a good time to take that up officially. I said I'd send a proposal to the list. To recap the concern: Our bylaws currently set the quorum at 10%. As we add members (which is great!), the required quorum increases proportionally. However, it seems we have approximately the same core group interested in governance. If we grow much more, we may be unable to meet the quorum requirement. We have already had a couple meetings where we had to wait for people to show up, or contact people to encourage them to join the call. The attendance numbers going back to the end of 2017 are: 11, 11, 10, 9*, 12, 12, 11, 16*, 11, 16, 15*, 15, 15 * Regular annual meeting with election. The current Bylaws and the Attendance information can be found at: http://micemn.net/resources.html <http://micemn.net/resources.html> As of the last meeting, our voting membership was 118, which puts quorum at 12 members. (Also, I understand that a merger has happened which would reduce most, if not all, of the previous attendance numbers by 1.) Counterargument: We haven't actually completely failed quorum yet. Counter-counter-argument: It's been close, and if it happens, then without a quorum, we can't fix the issue. We previously discussed the idea of setting a cap on the quorum. That is, it would be 10% or X, whichever is lower. This is consistent with other provisions in the bylaws (e.g. 3% or 50 members, whichever is less, can call a meeting if no meeting has occurred in 15 months). This seems like a great solution to me. I think 10 would be a good number. I propose that section 1.11 of the bylaws be amended to read as follows: Members representing ten percent (10%) of the voting power of the membership interests entitled to vote at a meeting of the members_, or at least ten (10) members, whichever is less,_ are a quorum for the transaction of business. Thoughts? -- Richard
I support what Richard proposes. When things go well, interest is low. So it surely makes sense to let the core group (who mostly got MICE going in the first place), keep us moving forward. If there is something controversial going on, folks have every right to show up and make their voices heard. Dean From: MICE Discuss <MICE-DISCUSS@LISTS.IPHOUSE.NET> On Behalf Of Richard Laager Sent: Monday, September 20, 2021 12:13 AM To: MICE-DISCUSS@LISTS.IPHOUSE.NET Subject: [MICE-DISCUSS] Quorum We've had the topic of quorum on the agenda a few times. At the last meeting, I said I thought our annual meeting would be a good time to take that up officially. I said I'd send a proposal to the list. To recap the concern: Our bylaws currently set the quorum at 10%. As we add members (which is great!), the required quorum increases proportionally. However, it seems we have approximately the same core group interested in governance. If we grow much more, we may be unable to meet the quorum requirement. We have already had a couple meetings where we had to wait for people to show up, or contact people to encourage them to join the call. The attendance numbers going back to the end of 2017 are: 11, 11, 10, 9*, 12, 12, 11, 16*, 11, 16, 15*, 15, 15 * Regular annual meeting with election. The current Bylaws and the Attendance information can be found at: http://micemn.net/resources.html As of the last meeting, our voting membership was 118, which puts quorum at 12 members. (Also, I understand that a merger has happened which would reduce most, if not all, of the previous attendance numbers by 1.) Counterargument: We haven't actually completely failed quorum yet. Counter-counter-argument: It's been close, and if it happens, then without a quorum, we can't fix the issue. We previously discussed the idea of setting a cap on the quorum. That is, it would be 10% or X, whichever is lower. This is consistent with other provisions in the bylaws (e.g. 3% or 50 members, whichever is less, can call a meeting if no meeting has occurred in 15 months). This seems like a great solution to me. I think 10 would be a good number. I propose that section 1.11 of the bylaws be amended to read as follows: Members representing ten percent (10%) of the voting power of the membership interests entitled to vote at a meeting of the members, or at least ten (10) members, whichever is less, are a quorum for the transaction of business. Thoughts? -- Richard _____ To unsubscribe from the MICE-DISCUSS list, click the following link: http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS <http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1> &A=1
Since this was mentioned on a call I had with Richard on Friday, I’m guessing the merger that he mentioned below may have been related to the networks of BBV, SMB and CNS (Fiber Minnesota) coming together on 9/1. However, the services provided by those companies will still remain with their respective companies. (i.e.: BBV will still provide Internet services for their customers. FM will just provide transport to BBV for their services.) Thus, there should be no change in membership as a result of this merger. If interested, here is a link to the press release: https://blandinonbroadband.org/2021/09/13/fiber-minnesota-creates-statewide-... Thanks, Dean From: MICE Discuss <MICE-DISCUSS@LISTS.IPHOUSE.NET> On Behalf Of Richard Laager Sent: Monday, September 20, 2021 12:13 AM To: MICE-DISCUSS@LISTS.IPHOUSE.NET Subject: [MICE-DISCUSS] Quorum We've had the topic of quorum on the agenda a few times. At the last meeting, I said I thought our annual meeting would be a good time to take that up officially. I said I'd send a proposal to the list. To recap the concern: Our bylaws currently set the quorum at 10%. As we add members (which is great!), the required quorum increases proportionally. However, it seems we have approximately the same core group interested in governance. If we grow much more, we may be unable to meet the quorum requirement. We have already had a couple meetings where we had to wait for people to show up, or contact people to encourage them to join the call. The attendance numbers going back to the end of 2017 are: 11, 11, 10, 9*, 12, 12, 11, 16*, 11, 16, 15*, 15, 15 * Regular annual meeting with election. The current Bylaws and the Attendance information can be found at: http://micemn.net/resources.html As of the last meeting, our voting membership was 118, which puts quorum at 12 members. (Also, I understand that a merger has happened which would reduce most, if not all, of the previous attendance numbers by 1.) Counterargument: We haven't actually completely failed quorum yet. Counter-counter-argument: It's been close, and if it happens, then without a quorum, we can't fix the issue. We previously discussed the idea of setting a cap on the quorum. That is, it would be 10% or X, whichever is lower. This is consistent with other provisions in the bylaws (e.g. 3% or 50 members, whichever is less, can call a meeting if no meeting has occurred in 15 months). This seems like a great solution to me. I think 10 would be a good number. I propose that section 1.11 of the bylaws be amended to read as follows: Members representing ten percent (10%) of the voting power of the membership interests entitled to vote at a meeting of the members, or at least ten (10) members, whichever is less, are a quorum for the transaction of business. Thoughts? -- Richard _____ To unsubscribe from the MICE-DISCUSS list, click the following link: http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS <http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1> &A=1
On Mon., 2021-09-20 12:13 a.m., Richard Laager wrote:
I propose that section 1.11 of the bylaws be amended to read as follows:
Members representing ten percent (10%) of the voting power of the membership interests entitled to vote at a meeting of the members_, or at least ten (10) members, whichever is less,_ are a quorum for the transaction of business.
I support Richard's proposal. Not having quorum is a real governance problem, and if faced, it's a problem that the board and assembled members at the AGM would not be able to resolve. The only option would be to call a new meeting and hope for more attendees. 10 members seems sufficient to ensure there's reasonable oversight of business. And as Dean Bahls pointed out, nothing about this change would limit the ability of any member to participate. Thanks to Richard for the proposal. Jonathan Jonathan Stewart Network Engineer LES.NET - AS18451 Desk: 1-204-666-6191 Mobile: 1-204-990-2120 130 Portage Avenue E Winnipeg, MB R3C 0A1 CANADA
I support this proposal as well. If we get to the point where we are in another lockdown, or where people don't want to travel, we will need this in force as well. All meetings will continue to be announced, but the board should not have to try to call people as the meeting starts to try to make sure the meeting will count (this has happened before). Reid On Mon, Sep 20, 2021 at 10:48 AM Jonathan Stewart <jonathan@les.net> wrote:
On Mon., 2021-09-20 12:13 a.m., Richard Laager wrote:
I propose that section 1.11 of the bylaws be amended to read as follows:
Members representing ten percent (10%) of the voting power of the membership interests entitled to vote at a meeting of the members*, or at least ten (10) members, whichever is less,* are a quorum for the transaction of business.
I support Richard's proposal.
Not having quorum is a real governance problem, and if faced, it's a problem that the board and assembled members at the AGM would not be able to resolve. The only option would be to call a new meeting and hope for more attendees.
10 members seems sufficient to ensure there's reasonable oversight of business. And as Dean Bahls pointed out, nothing about this change would limit the ability of any member to participate.
Thanks to Richard for the proposal.
Jonathan
Jonathan Stewart Network EngineerLES.NET - AS18451 Desk: 1-204-666-6191 Mobile: 1-204-990-2120 130 Portage Avenue E Winnipeg, MB R3C 0A1 CANADA
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-- Reid Fishler Senior Director Hurricane Electric +1-510-580-4178
I support as well, for all the reasons others have mentioned. Frank From: MICE Discuss <MICE-DISCUSS@LISTS.IPHOUSE.NET> On Behalf Of Reid Fishler Sent: Monday, September 20, 2021 9:55 AM To: MICE-DISCUSS@LISTS.IPHOUSE.NET Subject: Re: [MICE-DISCUSS] Quorum I support this proposal as well. If we get to the point where we are in another lockdown, or where people don't want to travel, we will need this in force as well. All meetings will continue to be announced, but the board should not have to try to call people as the meeting starts to try to make sure the meeting will count (this has happened before). Reid On Mon, Sep 20, 2021 at 10:48 AM Jonathan Stewart <jonathan@les.net<mailto:jonathan@les.net>> wrote: On Mon., 2021-09-20 12:13 a.m., Richard Laager wrote: I propose that section 1.11 of the bylaws be amended to read as follows: Members representing ten percent (10%) of the voting power of the membership interests entitled to vote at a meeting of the members, or at least ten (10) members, whichever is less, are a quorum for the transaction of business. I support Richard's proposal. Not having quorum is a real governance problem, and if faced, it's a problem that the board and assembled members at the AGM would not be able to resolve. The only option would be to call a new meeting and hope for more attendees. 10 members seems sufficient to ensure there's reasonable oversight of business. And as Dean Bahls pointed out, nothing about this change would limit the ability of any member to participate. Thanks to Richard for the proposal. Jonathan Jonathan Stewart Network Engineer LES.NET<http://LES.NET> - AS18451 Desk: 1-204-666-6191 Mobile: 1-204-990-2120 130 Portage Avenue E Winnipeg, MB R3C 0A1 CANADA ________________________________ To unsubscribe from the MICE-DISCUSS list, click the following link: http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1 -- Reid Fishler Senior Director Hurricane Electric +1-510-580-4178 ________________________________ To unsubscribe from the MICE-DISCUSS list, click the following link: http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
I fully support this proposal. It is necessary to keep the wheels turning efficiently. Jeffrey (Sparky) Anderson Implex.net Senior Network Engineer USCG Masters Licensed Captain USCG AUX ADSO-DV / VFC Point of Contact: Mobile: 612-799-7277 From: MICE Discuss <MICE-DISCUSS@LISTS.IPHOUSE.NET> On Behalf Of Reid Fishler Sent: Monday, September 20, 2021 9:55 AM To: MICE-DISCUSS@LISTS.IPHOUSE.NET Subject: Re: [MICE-DISCUSS] Quorum I support this proposal as well. If we get to the point where we are in another lockdown, or where people don't want to travel, we will need this in force as well. All meetings will continue to be announced, but the board should not have to try to call people as the meeting starts to try to make sure the meeting will count (this has happened before). Reid On Mon, Sep 20, 2021 at 10:48 AM Jonathan Stewart <jonathan@les.net<mailto:jonathan@les.net>> wrote: On Mon., 2021-09-20 12:13 a.m., Richard Laager wrote: I propose that section 1.11 of the bylaws be amended to read as follows: Members representing ten percent (10%) of the voting power of the membership interests entitled to vote at a meeting of the members, or at least ten (10) members, whichever is less, are a quorum for the transaction of business. I support Richard's proposal. Not having quorum is a real governance problem, and if faced, it's a problem that the board and assembled members at the AGM would not be able to resolve. The only option would be to call a new meeting and hope for more attendees. 10 members seems sufficient to ensure there's reasonable oversight of business. And as Dean Bahls pointed out, nothing about this change would limit the ability of any member to participate. Thanks to Richard for the proposal. Jonathan Jonathan Stewart Network Engineer LES.NET<http://LES.NET> - AS18451 Desk: 1-204-666-6191 Mobile: 1-204-990-2120 130 Portage Avenue E Winnipeg, MB R3C 0A1 CANADA ________________________________ To unsubscribe from the MICE-DISCUSS list, click the following link: http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1 -- Reid Fishler Senior Director Hurricane Electric +1-510-580-4178 ________________________________ To unsubscribe from the MICE-DISCUSS list, click the following link: http://lists.iphouse.net/cgi-bin/wa?SUBED1=MICE-DISCUSS&A=1
participants (6)
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Dean Bahls -
Frank Bulk -
Jeffrey Anderson -
Jonathan Stewart -
Reid Fishler -
Richard Laager