The question of the quorum and voting rules stipulated in the ECC Bylaws has been a thorn in the flesh if not a bone of contention for as long as I have been associated with the ECC. No meeting, face to face or on line, has been, strictly speaking ‘quorate’ since at least the General Assembly convened in Barcelona in October 2006, if not before.
This situation has led me to the conclusion, some time ago, that the problem is not with the ECC and its members, but with the Bylaws themselves. Indeed, a quorum requirement of 75% of voting members is excessive, and in practice not realisable, certainly face-to-face, even on-line. It will have to be rectified. The additional requirement of at least 10 Chapters’ representatives present, is consequently currently redundant. More than 10 Chapters (equivalent to about 20-25 votes) are required to meet the current quorum (29 votes).
Meanwhile, may I recall that the Ley Organico 5852 of 1/2002, stipulates that:
- the accounts of the association are approved annually by the General Assembly (Article 14.3) and that
- decisions of the General Assembly are taken by ‘simple majority’ (Article 12 (d) ).
Consequently, although the Loi Organico does envisage a quorum (undefined) in Article 7 (h), I find it quite inconvenient that the peculiar quorum specified in the ECC has repeatedly rendered conformance to the requirements of the Law virtually impossible, and this over a period of years.
Also, the super-majority (75% of the Group) required for the least amendment to the Bylaws is naturally problematic. (Article XI, paragraph 1)
The following notes examine in more detail the particular stipulations of our current ECC Bylaws:
At present (July 2012), 24 Chapters are mentioned on the website. Of which:
- – three are observers (England, Serbia, Switzerland) and do not vote.
- – two are in reformation (Norway and Turkey) and are not counted as members in good standing with ISOC.
- – among the Spanish Chapters, Aragon and Galicia appear to be dormant. But for present purposes, they are still included among the voting members. They are recognised on the ISOC.org website.Consequently the official membership of ECC is 19 Chapters (July 2012).
2. The Voting ‘Group’
The ECC Bylaws provide for two votes per Chapter (one each if there are more than one Chapter per country.) In addition, the ISOC delegate has one vote and each elected officer has one vote. (Article VI, paragraph 3.)
Thus the voting Group is 13 Chapters with 2 votes and 6 Chapters with one vote each plus one vote each for the 4 officers. The voting group is 38 votes.
3. The Quorum
The quorum is 75% of the “Group”, (and at least 10 Chapter members). That is 29 votes (Three quarters of 38 votes). Article XI, paragraph 4.
– For amendments to the Bylaws, the whole quorum, including the Officers, must be in favour of an amendment. Article XI paragraph 1. That is, 29 votes, have to vote in favour.
– For the formal creation of Committees (Article IX, paragraph 1), a two thirds majority of the quorum (26 votes) may direct the Chair. (This has not been done on any occasion during the past six years.)
– For the approval of the appointment of the Nominating Committee a two thirds majority of the quorum (26 votes) is required. Article IX, paragraph 2). (This has been achieved on a nem-con – i.e. ‘Silence vaut accord’ – on more than one occasion.)
– To elect an Officer, a simple majority of the Voting members present is sufficient (Article XI, paragraph 7.) Irrespective of the quorum. (That is the basis on which successive Election Committees aka Nominating Committes, have conducted elections.)
– To dissolve the Council (Article XIII), a unanimous vote by the four Officers and a simple majority vote (currently 19 votes, assuming all voting members are present) in a meeting convened for this purpose, is required. (Curiously, such majority might be achieved with fewer than a quorum of members (10), whereas any one Officer is able to block a dissolution.)
– For all other matters, ‘unless otherwise specified’, a simple majority of the Voting Members present (i.e. Excluding the Officers) is sufficient (Article XI, paragraph 7), irrespective of the quorum. This is important since such decisions would override the requirement for a quorum, and permit conformity with the requirements of the Law (see above.)
N.B. The ECC Bylaws do NOT specify any matters such as e.g. the Financial Report, the Budget, the report from the Executive Committee etc. which are approved in the General Assembly by a simple majority of the members present.
4. Conclusion and Comments
At the on-line General Assembly, on 13 July 2012, at the beginning of the meeting, the Group present accounted for 12 Voting Chapters present and for 24 votes, among the voting members of the Group. Only three or four Chapters were lacking to attain the quorum of 29 votes, stipulate in the ECC Bylaws.
More than 10 Chapters were present. Since all the points on the agenda were, in the language of the Bylaws other matters, “unless otherwise specified”, one may conclude that the General Assembly on 13 July was fully capable to take decison for all matters that were before it.
The General Assembly was not required to take any action (e.g. revise the bylaws, create committees, appoint the nominating committee) which would have required a two thirds or a three quarters majority of the quorum.
More generally, I would also stress the importance of all member Chapters to attend all meetings to which they are convened. Bearing in mind that it is a simple matter to designate a proxy to excercise the Chapter’s obligation to participate and to vote when necessary.
Chair ISOC-ECC 2007-2012 23 July 2012