[arin-discuss] No quorum in last election

[Dean Anderson]

On Mon, 4 Feb 2008, John Curran wrote:

> At 8:17 AM -0700 2/4/08, Mike Lieberman wrote:
> >The question becomes, of those who did not physically attend the meeting, how
> >many submitted ballots and did that number satisfy the need for a quorum as
> >stated in the by-laws?
> 
> Mike -
>  
>    Per ARIN's Bylaws, there is no meeting for election of directors, as it
>    is not required per Virginia law.   

John's claim is absolutely false. The Virginia Law is absolutely clear 
about that.  When not specified in the bylaws, a quorum of 10% is 
required. 

The question of fact is whether the ARIN bylaws specify a quorum. The
ARIN bylaws do not specify a quorum. So therefore, the default quorum 
specified in Virginia law applies.

The bylaws merely allow for electronic and mail-in voting, per the
requirements of the Virginia Nonstock Corporation Act Section
13.1-846(B):

  B. When directors or officers are to be elected by members, the bylaws
  may provide that such elections may be conducted by mail. If
  authorized by the board of directors, any requirement that any vote of
  the members be made by written ballot may be satisfied by a ballot
  submitted by electronic transmission, provided that any such
  electronic transmission shall either set forth or be submitted with
  information from which it can be determined that the electronic
  transmission was authorized by the member or the member?s proxy.

There is nothing inconsistent between Section 13.1-846(B) and Sections 
13.1-849.

> The full membership participates in the election via electronic ballot
> over a seven day period, as stated in ARIN's bylaws.

This is also not the case. Black's Law dictionary gives a definition of
participation:

  "To prove "participation" in a criminal enterprise, for purpose of
  aiding and abetting, there must be evidence to establish that 
  defendant engaged in some affirmative conduct, that is, that defendant
  committed an overt act designed to aid in success of the venture;  
  prove of mere negative acquiescence will not suffice"

The entire membership _can_ certainly participate by electronic ballot.  
But it is not the case that they did participate.  Participation by
electronic ballot requires a ballot to be received by ARIN.  Where are 
these ballots indicating "abstain"?


> There is no quorum requirement stated in the Bylaws.

Indeed. And so therefore, Virginia Law VNCA Section 13.1-849 applies. To
exempt a corporation from Section 13.1-849, one must explicitly state
the quorum requirement. If no quorum is to be required for a
corporation, that fact must be stated explicitly because it contradicts
the default set by Virginia law in section 13.1-849.


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