Currently bylaws section 3.9 "Member Quorum" says in its first paragraph: | Except as otherwise required by law, by the Certificate of | Incorporation or by these Bylaws, one-third (1/3) of the members | entitled to vote, represented in person, shall constitute a quorum | at a meeting of members. I went through all logs of AGMs that I could find, and *none* of them had that quorum of 1/3 of members. This is confirmed by the logs themselves, e.g. in the 2015 AGM: > Sep 20 15:03:58 We have neveg had a quorum of > memeors. Ever. I propose we go ahead with a quorum of trustees, > which we have now Or in 2016: > Aug 21 15:02:06 Thus we don't have a quorum of > members. We never do. I propose we contine anyway. If we delay > a month, nothing is gained This is not really surprising when members are located in different timezones spread out around the globe. However, if every single meeting ends up being inquorate then this is an impossible and unacceptable state of affairs. The New Mexico Nonprofit Corporation Act says the following in section 53-8-16 "Quorum": | In the absence of any such provision, members holding one-tenth | of the votes entitled to be cast on the matter to be voted upon | represented in person or by proxy shall constitute a quorum. a) I therefore propose to lower to the member quorum in section 3.9 to the default value provided by law, namely to 1/10. Also, members who cannot participate (e.g. because they are located in an adverse timezone) should be able to be represented by a proxy: | Except as otherwise required by law, by the Certificate of | Incorporation or by these Bylaws, one-tenth (1/10) of the members | entitled to vote, represented in person or by proxy, shall | constitute a quorum at a meeting of members. b) If the above should not be accepted, I propose to only lower the quorum (i.e., no proxies): | Except as otherwise required by law, by the Certificate of | Incorporation or by these Bylaws, one-tenth (1/10) of the members | entitled to vote, represented in person, shall constitute a quorum | at a meeting of members. Ulrich