[arin-discuss] No quorum in last election

[Dean Anderson]

Mr. Curran ignores the last phrase in Section 13.1-852(A) which states

"Unless otherwise provided in the articles of incorporation, directors
are elected by a plurality of the votes cast by the members entitled to
vote in the election at a meeting at which a quorum is present."

A quorum must be present before cumulative votes can be counted. Section 
13.1-849 specifies the quorum requirements when the quorum requirements 
are not specified in the bylaws.

No quorum, no election.

		--Dean


On Fri, 1 Feb 2008, John Curran wrote:

> Mr. Anderson posted a claim that the recent election of two members
> of the ARIN Board of Trustees was legally insufficient.
> 
> Mr. Anderson's post in part is repeated here:
> >There was no quorum in (at least) last election of Board Members. At
> >least 10% of membership is required by the Virginia Nonstock Corporation
> >Act Section 13.1-849, in order to constitute a quorum.  A membership
> >list of 2945 members therefore requires 295 votes to be cast. Only 196
> >votes were actually cast, insufficient for a quorum. No quorum. No
> >election. So, Paul Vixie and Bill Manning are not on the ARIN Board of
> >Directors.  A new election must be held that has a quorum.
> 
> I am the Chairman of the ARIN Board of Trustees, and I am confident
> that the procedures followed by ARIN are democratic and conducted in
> accordance with the relevant Bylaws and Virginia law.
> 
> Mr. Anderson's argument is based on reference to Section 13.1-849 of
> the Virginia Nonstock Corporation Act, which is entitled "quorum and
> voting requirements for voting groups" and his reasoning on the words
> of paragraph (A).  However, paragraph (D) of the same section
> specifically carves out the election of directors.  Section 13.1-849(D)
> directs you instead to Section 13.1-852(A) which states that:
> "ŠUnless otherwise provided in the articles of incorporation, directors
> are elected by a plurality of the votes cast by the members entitled to
> vote in the election at a meeting at which a quorum is present." 
> No percentage of membership is stated in Section 13.1-852 as a
> requirement for quorum.  Mr. Anderson mistakenly reads the 10%
> membership requirement from 13.1-849 into this gap.  That is in error. 
> In fact, given that the legislature understood how to impose such a 10%
> membership requirement, as is demonstrated in Section 13.1-849 as cited
> by Mr. Anderson, the absence of that 10% membership requirement in
> these other portions of the statute is compelling.
> 
> Further, the Virginia Nonstock Corporation Act Section 13.1-846(B)
> allows, "When directors or officers are to be elected by members, the
> Bylaws may provide that such elections may be conducted by mail."
> Note that ARIN's Bylaws, Article VI, Section 4, paragraphs (g) and
> (h) set forth the voting procedure for election of the Trustees.
> Specifically, elections are conducted during a 7-day election period
> electronically via the Internet, *not by an in-person meeting*, and
> voting is open and available to all general members.  Because of this
> electronic procedure, each member participates in the election
> process, receiving four e-mail reminders to vote during the week that
> the election takes place.  As every general member utilizes Internet
> connectivity (which relates to the very purpose of this organization)
> in interactions with ARIN, it has been our consistent position that all
> general members "participate" in the election process regardless of
> their physical location. (It is also worth noting that, as a corporate
> law matter, the concept of "quorum" does not relate to the number
> of votes cast at a meeting but rather the level of participation.
> Corporate practice simply does not rely upon votes cast as the
> method for determining whether quorum requirements have
> been satisfied.)
> 
> Notwithstanding, in light of the topics raised, I believe it would
> be helpful to put a placeholder to discuss voting procedures and
> membership issues on the agenda of the ARIN Member Meeting
> that will take place in Denver, Colorado on April 9, 2008.  At that
> meeting, anyone who wants to raise a concern about modifying
> the Articles or Bylaws to more explicitly describe the procedures
> that we have consistently and democratically followed would be
> welcome to raise that issue.  If Mr. Anderson disagrees with these
> procedures and wishes to suggest even better ones, we would
> welcome his input in person or via remote participation.
> 
> I've provided this brief response today for sake of timeliness;
> additional legal and practical arguments undoubtedly apply here.
> 
> /John
> 
> John Curran
> Chairman, ARIN Board of Trustees
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