Carol Spooner says the quorum is set too high. -----Original Message----- From: Terry Goodman <tiji@xxxxxxxx> Date: Mon, 27 Nov 2006 20:50:36 To:PacificaRadiowaves@xxxxxxxxxxxxxxx, kpfklsb_comments@xxxxxxxxxxxxxxx, kpfklsb@xxxxxxxxxxxxxxx, fulcrumsofchange@xxxxxxxxxxxxxxxx Cc:israelfeuer@xxxxxxxxxx, egeorgia@xxxxxxxx, aminsky65@xxxxxxxxxxx, cabriolet011@xxxxxxxxx, lyeakey@xxxxxxxxxxxxxx, khopechi@xxxxxxxxx, ballot@xxxxxxxxxxxx, elections@xxxxxxxxxxx, pnb_elections@xxxxxxxxxxxxxxxx, MavMedia@xxxxxxx, pacificaparl@xxxxxxxxxxxxxxx, pnb@xxxxxxxxxxxx Subject: [kpfklsb] Carol Spooner's Comments and Corrections Re Quorum Failure [Two messages consolidated, reposted by permission. -TLG] Hi Terry -- Because the bylaws specifically contemplate a lack of quorum and specifically state what is to be done in such a case, I do not believe a court would approve doing something else. If the bylaws were silent on lack of quorum a court might go the "substantial compliance" route, but very doubtful that it would in this case. If, however, there were a lack of quorum 2 years in a row, then some "creative" remedy might be approved by a court. IMHO the listener quorum is too high. Should be 5% or 7%. Several advisors familiar with non-profits said that a 5% return of ballots is common for such organizations. Unfortunately, I wasn't able to convince enough people that 10% was too high when we were working on the bylaws. I hope now that there is some practical experience under peoples' belts that the bylaws will be amended to lower the listener quorum. By the way, lowering the quorum does not require approval of the members. Raising the quorum would require approval of the members. Best, Carol Cal. Corp. Code §5512 (a) One-third of the voting power, represented in person or by proxy, shall constitute a quorum at a meeting of members, but, subject to subdivisions (b) and (c), a bylaw may set a different quorum. Any bylaw amendment to increase the quorum may be adopted only by approval of the members (Section 5034). If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote, and voting on any matter shall be the act of the members, unless the vote of a greater number or voting by classes is required by this part or the articles or bylaws. [Emphasis added.] (b) Where a bylaw authorizes a corporation to conduct a meeting with a quorum of less than one-third of the voting power, then the only matters that may be voted upon at any regular meeting actually attended, in person or by proxy, by less than one-third of the voting power are matters notice of the general nature of which was given, pursuant to the first sentence of subdivision (a) of Section 5511. (c) Subject to subdivision (b), the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum or, if required by this division or the articles or the bylaws, the vote of a greater number or voting by classes. (d) In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority of the votes represented either in person or by proxy, but no other business may be transacted, except as provided in subdivision (c). ~~~~~~~~~~~~~~~~~~ Let it come like wildflowers, suddenly, because the field must have it: wildpeace. ~ Yehuda Amichai __ New Pacifica Working Group http://www.egroups.com/group/NewPacifica 'Save Our Stations!' Yahoo! Groups Links <*> To visit your group on the web, go to: http://groups.yahoo.com/group/NewPacifica/ <*> Your email settings: Individual Email | Traditional <*> To change settings online go to: http://groups.yahoo.com/group/NewPacifica/join (Yahoo! ID required) <*> To change settings via email: mailto:NewPacifica-digest@xxxxxxxxxxxxxxx mailto:NewPacifica-fullfeatured@xxxxxxxxxxxxxxx <*> To unsubscribe from this group, send an email to: NewPacifica-unsubscribe@xxxxxxxxxxxxxxx <*> Your use of Yahoo! Groups is subject to: http://docs.yahoo.com/info/terms/