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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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