[KI-LC] Comments on the "Quorum Issue"

Roger Martin roger.martin at corp.aol.com
Wed Jul 15 10:03:24 PDT 2009

To: Leadership Council

I have relented from my position that I was simply lurking and would not 
volunteer to address the quorum issue raised on today's LC call and 
offer the following comments for the LC's consideration.

The concern that was raised is that as more WGs are chartered and the 
number of voting members of the LC becomes larger, it will become 
increasingly difficult to conduct business because the LC will not be 
able to gather a quorum of voting members on many calls.  This "Quorum 
Brick Wall" could prove to be a very serious impediment to getting work 
done (as it has in technical groups in the past in other organizations). 

After investigating this, I think I have good news.
_Section 3.3 (2nd paragraph) of the Kantara Initiative Bylaws states:

    "/Except when otherwise specified in these Bylaws and other
    Controlling Documents, approval requires a Simple Majority (greater
    than 50%) of those voting when a Quorum exists./"

Section 2.6 (2nd paragraph) of the Kantara Initiative Operating 
Procedures states:

    /"A majority of the voting members of the LC shall constitute a
    quorum.  _*Actions taken in the absence of a quorum*_ shall be
    confirmed by electronic ballot of all voting members of the LC."/ 
    (emphasis added)

This permits the LC to initiate business without the presence of a 
quorum, but requires an electronic ballot to approve any business if a 
quorum is not present. 

Since Section 2.6 does not provide further guidance, I recommend that 
the LC make clear how it will operate when a quorum is not present by 
passing a resolution to establish the threshold number of voting members 
that must be present for an LC meeting to be able to initiate votes.  
This resolution should be passed either at an LC meeting where a quorum 
is present or via an electronic ballot.  In my opinion it does not 
require a change to the Bylaws or Operating Procedures.

If you do not wish to do take the above action, a workable alternative 
would be the one that Conor suggested on today's call -- Establish a 
rule to place LC members in non-voting status for failure to attend (and 
not be counted in the Quorum and votes-needed totals).  This rule must 
include a "simple/easy" way to be re-instated as a voting member.  To do 
this will require a change to the Operating Procedures since the 
Operating Procedures (section 2.1) includes the following statement: 
"/WG Chairs (or Alternate) are voting members of the LC./"

Footnote: The Kantara Initiative Bylaws defines four (4) types of majority:

    * Simple Majority (<50% of those voting)                        
      vs       Majority (>50% of _all_ voting members)
    * Supermajority of those Voting (<=75% of those voting)   vs     
      Supermajority (<=75% of all voting members).

          ..... RogerM
Roger Martin, Treasurer, Kantara Initiative
     22260 Pacific Blvd    41A:A03
     Dulles, VA 20166
email: roger.martin at corp.aol.com
         AIM:       rjmartin99
         phone:  703-265-6203
         mobile: 703-389-1547
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