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Subject: Re: Further (better-spelled) thoughts
[dalapeyre@mulberrytech.com:] | It seems to me that a committee cannot "vote" | in the absence of a quorum. They can transact | business quite well, thank you. No, they can't! That's our problem! They are prevented by the bylaws from doing *anything* substantive in the absence of a quorum. Remember that meetings of committees created by the board are governed by, noticed, held and taken in accordance with the provision of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members... (art. 5 sect. 3) And in turn the "provision of these Bylaws concerning meetings of the Board of Directors" says (art. 3 sect. 12) Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. Technically, under our current bylaws, in the absence of a quorum, an OASIS committee can do nothing but adjourn. That's why the appointment of voting members who can be counted on to show up is so important. Jon
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