This rule change does:
- adding of 3 new seats to the committee, taking it to 10
- raising the quorum to 5.
This is quite controversial. The pros:
- Audit needs more attention, more people, more effort, and there's a stack of other important non-audit tasks.
- traditionally it is hard to get people to do big tasks if they are not on the board, or the board isn't giving them attention.
- At any one time, roughly half of the committee members might be inactive, travelling, busy, or not interested in that task.
- there are changes coming through that effect the assoc.; having more members will make that easier.
- 10 members all working together will be too much noise, too much chance of discord, etc
- raising the quorum means we really do need more consensus and more people to get votes through.
Motion to be voted on (New Text)
By deleting rule 15(1)(b) and inserting in its place:
(b) 6 ordinary members,
By deleting rule 21(5) and inserting in its place:
(5) Any 5 members of the committee constitute a quorum for the transaction of business of a meeting of the committee.
DanielBlack: The powers under section 22 - Delegation to sub-committee can be exercised to any association member or members has the same pros as #1 & #2 listed above. The collective membership oversight of who does board work is reduced, while there is enhanced flexibility of deligation to handle specific tasks.
DanielBlack: I don't quite follow the rational of pro(#4)
Iang There were three rationales, from memory. Firstly, in the run-up to the famous summer SGM event, it was somewhat unpredictable how things would turn out, so the enlarged board was proposed as a way to get some more input into the board. This rationale can be seen to be temporary, political, and can now be considered dead.
Secondly, there are new rules coming through from the Associations Act 2009 which requires the Board to include 3 Australians. Given the size of the Australian contingent, this was considered a tough requirement in terms of active directors. With only 7 directors, this may put pressure on the other 4. Hence, the long term solution was to expand it enough so that we can include an active international group. YMMV.
- Thirdly, experience shows that there are generally some passive elements. Either in terms of any given meeting, or in long term activity, it is unlikely that there are a full group of active members. My rule of thumb is 50%, so with 10 directors we could expect 5 minds on any particular day / problem / issue. Many disagree!
DanielBlack: con(#2) - I'd say this is a good thing that some thing need to be explained clearer for concensus to occur increasing the openness of CAcert.
AlexanderPrinsier: maybe we should ask the current board how they feel about having a bigger board?
Iang. One problem I see with the quorum is that if the association/board decides to not appoint the full 10 directors (for whatever reason such as resignations) then it makes it harder to reach a quorum on a meeting/vote. So a possible change would be to say in 21(5) something like "Any simple majority of the committee constitute a quorum for the transaction of business of a meeting of the committee."