Wednesday, January 22, 2014

UNA Business comes to a halt due to an failure to meet quorum

The UNA runs our business via standing committees that must review materials before it is sent to the full board.  This normally works fairly smoothly.  However, this week our standing committees had to be cancelled due to a lack of quorum.

Two elected directors, (Laquin and Beyers) are out of the country at the moment and we knew well in advance that they would be absent.  Unfortunately a UBC appointee sent in regrets at the last minute leading to us having to cancel the meetings as only elected directors Alexander, Zhou, and Menzies would have been in attendance.  The appointed student director is named on the committee but in my two years on the board they have never attended the standing committees - the student reps almost always send their regrets or just don't turn up which increases the membership without providing any input of effort!

The standing committee of operations and of governance nominally have the elected directors (5) plus the student (1) and a UBC appointee (1) for a total of 7.  That would mean quorum is 4.

It seems that we likely need to address the question of committee quorum as we do have two standing committees that have membership of two and three members.  At the end of the day it is a shame that our work schedule for the Board has been deferred for a month.  A slow and cumbersome process needs more attention and revisions to allow us to actually respond in a timely fashion to matters of concern.

1 comment:

Charles Menzies said...

UPDATE: after reviewing all of the UNA documents at hand it seems that the decision to cancel the standing committee meetings on Jan 21 was, while made with good intent, not necessarily required in terms of the UNA's bylaws and operating procedures.

Here's why.
(1) there are no specific bylaws or procedural documents that appear to refer to the quorum of standing committees. A standard assumption held by many is that quorum is 50% plus one. Yet, the UAN bylaw's has several different quorums, one for the formal board meetings and another for the annual general meeting.
(2) the formal decision making body of the UNA between AGM's is the meeting of the board of directors. Standing committees only make recommendations to the board. IN principal (and in practice) the board will make a decision that is different (sometimes contrary to) the recommendation of the standing committee. Thus there is a procedural check placed on the standing committees that would prevent a minority of directors to make a decision contrary to the will of the majority.
(3) in pragmatic terms we have lots of work that needs to be conducted prior to the February Board meeting and we are unlikely to have the requisite complement of directors on hand anytime between now and the February board meeting.
(4) there would have been 3 of the 5 elected resident directors present, thus constituting a quorum of the elected directors providing, at least, a modicum of moral support to have a defacto quorum of the electorate's representatives.

There is clearly a proceudlar ambiguity at play that has interrupted the flow of the UNA's busines and will require our attention in the immediate future. Meanwhile, a way has to be found to deal with the pressing business of the society. I believe that the three resident directors available should meet at our earliest convenience and continue the operation of the UNA's business. The full board will be able to review and assess or work at the February board meeting.