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Question of QUORUM

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Daniel Moore

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Feb 14, 2002, 12:42:06 PM2/14/02
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The question of quorum sent me to the By-Laws, Art. I on Membership.
Sec. 4 relates to Inactive membership. Inactive members retain their
voting privilege.

When the matter of quorum arises at the business meeting, how has your
club related the inactive membership in determining the quorum? If less
than 50% of the membership attends, how are you able to deal with
business? What rules of order are applied to reducing the quorum?

In the Constitution, Art. VII states "A majority of the active
membership shall constitute a quorum for the transaction of all business
of the Club."

Is the latter given presidence over the By-Law regarding the quorum?

We currently have five members of 21 member total on the inactive list.
As applied in your club, what would your quorum number be?

All in favour,

Dan Moore
President #8104, D45

David Vaughn

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Feb 14, 2002, 2:52:12 PM2/14/02
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Daniel,

It's my understanding that the constitution always takes precedence over the
club's By-laws. In that case I think the answer to your question would be
"9."

-Dave
2284-47
dva...@IntNet.net
----------------------

Steven Tursi

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Feb 14, 2002, 3:12:40 PM2/14/02
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According to the rules you described:

1.) Quorum in your case would be 9.
Explanation: According to your comment "A majority of the active membership
shall constitute a quorum for the transaction of all business of the Club,"
its clear that, for quorum purposes, you should not count the inactive for
"all" business. Therefore, since you have 16 active members, quorum would be
the integer value (rounded down) of ½Active+1, or in this case, 9

2.) What if an inactive person shows up at the meeting? Two things can
happen: become he becomes active and is taken off your formal inactive list,
or he stays inactive. (In the spirit of simplicity, I'm using a masculine
example)
a.) If he becomes active, then Quorum for the meeting is effected. In
your case, you'll go up from 16 to 17 active members. Quorum, however, stays
at 9, because ½Active+1 becomes 9½, which you would round down to 9.
Obviously, he would have voting privileges.
b.) If he continues as inactive, Quorum is unaffected and (this is
important) he doesn't count towards the Quorum count. In other words, in
your case, you had 8 of your active membership, and one inactive person that
didn't become active, you will not be allowed to proceed with the meeting
because you don't have Quorum. As long as you have 9 ACTIVE people in the
meeting, you have quorum and you can proceed. However, Quorum is the only
case in which he's not counted. Since "Inactive members retain their voting
privilege," he is counted as though he were an active member for all other
questions in the meeting! This, of course, is assuming that there are no
other lines in the bylaws restricting club business to active members. If
there are, then they need to be analyzed in a case-by-case basis.

"OK smarty-pants, what are your credentials?" I've been involved in several
nonprofit organizations as well as student government. I have analyzed so
many questions about bylaws that this is second nature to me.

I hope this helps!

Steven Tursi
NYC Amex Toastmasters 334-46
(my first name)@tursi.com

Dennis J. & Gloria A. Chada, St. Paul,MN

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Feb 14, 2002, 5:41:44 PM2/14/02
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In article <3C6BF6EE...@av.eastlink.ca>,
daniel...@av.eastlink.ca says...

Dan,

I agree with the other postings that your quorum number is 9 or more.

With a caveat, what is your process for defining or "making" a person in-
active and of course how do you reverse the status?

Perhaps you have the executive board make a member "in-active" - You
would need a quorum (the old/higher number) at a full club business
meeting to ratify this action and make it a matter of "minutes" before
the lower quorum number was operative.

What ever action you take must be consistent and must be reflected in the
minutes of the club. Maybe a mailing of the policy would be a useful way
to perk up some of the folks!

I would amke the hurdle for re-activate very low and the hurdle for
inactivation relatively high and you would then be protecting the rights
of the absent members in you club.

And really that is what a quorum does, it protects the people who miss a
meeting from actions by a small unrepresentative part of the organization
- if your inactive policy still accomplishes that goal - you will be just
fine!

Good luck

Dennis


--
"Habit is habit, and not to be flung out of the window
by any man, but coaxed downstairs a step at a time"
Mark Twain (1835 1910)

Dennis J. Chada, ATM-G, CL
Vice-President of Education
First St. Paul Toastmasters
Meeting on Monday Nights in White BearLake, MN
Visit our webpage:
http://communities.startribune.com/861/Welcome.wsi

Susan Niven, DTM PID CSP

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Feb 14, 2002, 8:33:32 PM2/14/02
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> And really that is what a quorum does, it protects the people who miss a
> meeting from actions by a small unrepresentative part of the organization
> - if your inactive policy still accomplishes that goal - you will be just
> fine!

The quorum process also ensures that an assembly can continue to
conduct business even if it suffers from a large number of inactive
members.

Susan.

Daniel Moore

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Feb 15, 2002, 5:35:34 PM2/15/02
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Club Constitution Art. VII "A majority of the active membership..."
appears to appose in the By-Law Art. I, Sec. 4 "... Inactive members
retain their Club voting privileges."

The question of quorum pertains to club attendance under 50% and the
ability to transact business. The business meeting becomes an info
session. No business actions can be taken without the quorum.

We have five of 21 members on the inactive list. How is the question of
quorum resolved in your Club(s).

Steven Tursi

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Feb 15, 2002, 6:58:09 PM2/15/02
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No it doesn't. "Quorum" and "Authorization to vote on questions" are two
different things. The constitution and by-laws do NOT conflict. It is not
unreasonable to have a situation where the group of people it takes to
establish Quorum is different than the group of people authorized to vote on
questions, even in the same meeting. See my post above for detailed
explanation.

"Daniel Moore" <daniel...@av.eastlink.ca> wrote in message
news:3C6D8D...@av.eastlink.ca...

Dennis J. & Gloria A. Chada, St. Paul,MN

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Feb 15, 2002, 9:14:48 PM2/15/02
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In article <3C6D8D...@av.eastlink.ca>, daniel...@av.eastlink.ca
says...

> Club Constitution Art. VII "A majority of the active membership..."
> appears to appose in the By-Law Art. I, Sec. 4 "... Inactive members
> retain their Club voting privileges."

Dan,

I agree with Steve in this case.

You are exactly correct, the quorum is all about conducting business at a
meeting. Lack of a qorum will make a business meeting a pleasant
information sharing session.

The point about inactive members voting rights is to make clear that you
have not stripped the member of their "membership rights." The member
has certain rights as a dues paying member. The inactivity action has
not removed any of those rights. Only a disciplinary action or hearing
could do that.

So the quorum could be reduced by action of the club members, then all
the inactive members could show up to vote against a dues increase
without the two sections being in conflict.

The inactivity section is a convenience for the club which in some
respects reduces the protection of the absent member in exchange for
having the club operate with regular business meetings

I would still see a necessity for any action declaring a member inactive
requiring a vote at a full business meeting BEFORE the quorum could be
lowered.

PC

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Feb 20, 2002, 10:12:36 PM2/20/02
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What is the definition (or interpretation) of an inactive member?

Prokopis

> In article <3C6D8D...@av.eastlink.ca>, daniel...@av.eastlink.ca
> says...
> > Club Constitution Art. VII "A majority of the active membership..."
> > appears to appose in the By-Law Art. I, Sec. 4 "... Inactive members
> > retain their Club voting privileges."
>
> Dan,
>
> I agree with Steve in this case.
>
> You are exactly correct, the quorum is all about conducting business at a
> meeting. Lack of a qorum will make a business meeting a pleasant
> information sharing session.
>
> The point about inactive members voting rights is to make clear that you
> have not stripped the member of their "membership rights." The member
> has certain rights as a dues paying member. The inactivity action has
> not removed any of those rights. Only a disciplinary action or hearing
> could do that.
>

[sinpe]

Dennis J. & Gloria A. Chada, St. Paul,MN

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Feb 21, 2002, 8:24:10 PM2/21/02
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In article <a51ooc$r32$1...@bob.news.rcn.net>, DEL...@NOSPPAM.com says...

> What is the definition (or interpretation) of an inactive member?
>
>

Good question!

I am not aware of any definition in constitution or Bylaws. These
documents being mute in this case means that each club would be able to
set their own rule for defining inactive based on their needs and their
culture.

Keeping in mind that what you are doing is lowering a threshold which is
a protection of the rights of the "absent" member

I would see the process as having some steps:

You would need to pass a motion to put a process in place for declaring
members inactive - perhaps your VP-mem would report to the executive
board if the potentially inactive member had requested inactivity, or had
been absent several meetings in a row or if contact by the VP-M had
indicated attendance issues. This process or policy would have to be
approved at a business meeting.

Then, the VP-Mem could report to Executive on members to be declared
inactive - the executive board would vote and then if the full business
meeting also concured - those members would be "inactive" for purposes of
calculating the quorum for a business meeting.

I beleive that you would need a business meeting in which
attendance reached the current (higher) quorum standard to pass the
motions which would then "lower" the quorum to the lesser threshold by
making the inactive uncounted. (does that make sense?)

As we discussed, I do not beleive that their inactivity would affect any
of their membership rights when they returned to the club.

You need to just pick a process and be consistent and document your
actions by keeping good minutes.

I would be especially uncomfortable with counting the room, coming up
"short" and then saying "Dennis, missed the last couple meetings, I am
pretty sure he is inactive."

Acting (during a business meeting) absent a quorum is never a good idea,
and TI is clearly giving the clubs a safety net.

What to do if the inactives already put you below the quorum and you see
no way above the threshold number without declaring some inactive?

I would see you needing a quorum for at least one business meeting. To
put the policy in place and to declare first group inactive.

You might try letters and tell the members about this important meeting.
Who knows, you forget to mention the part about their retaining
membership rights and you could have a pretty good show-up!

Good luck

Vincent Li

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Mar 2, 2002, 2:33:00 PM3/2/02
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Hi,
I think there is some latitude but have you look at your club consitution
and bylaw of late? I believe this is well defined in Article II Membership
section 4 as follows:

"Inactive individual membership is provided for as follows:
1. Inactive individual membership in this Club may be conferred by the
Executive Committee of this Club on any individual member requesting an
extended absence from Club meetings, or who wishes to maintain individual
membership without regular attendance at Club meetings. An individual
member may also be classified as inactive for continued absence without
notice. An inactive individual member may be restored to active individual
membership by the Club Executive Committee upon request, provided there
is a vacancy on the active roster of this Club.

2. Inactive individual members shall have no voting privileges, shall not
hold office, shall not be counted toward a quorum of the Club membership,
and shall not participate in International Speech Contests. However, this
Club may count any inactive individual members toward qualification for
minimum Toastmasters International standards for member Clubs. Inactive
individual members shall pay at least such portion of their Club dues as
this Club pays to Toastmasters International as the per capita payment
for such inactive individual member, and shall pay any additional amount
specified in the Bylaws of this Club. Except as provided herein, the
rights, obligations, and conditions of inactive membership shall be as
stated in the Bylaws of this Club."

see: http://www.geocities.com/stimulight/constitution.html

Dennis, J., &, Gloria, A., Chada, St., Paul, MN wrote:
>
> In article <a51ooc$r32$1...@bob.news.rcn.net>, DEL...@NOSPPAM.com says...
> > What is the definition (or interpretation) of an inactive member?
> >
> >
>
> Good question!
>
> I am not aware of any definition in constitution or Bylaws. These
> documents being mute in this case means that each club would be able to
> set their own rule for defining inactive based on their needs and their
> culture.

...

Vincent Li DTM
D21 Webmaster
-----
vi...@vcn.bc.ca --,-'-{@ D21TM: http://www.toastmasters.bc.ca/
"My mother used to say to me, 'Elwood..in this world you must
be oh-so smart, or oh-so pleasant.' For years I was smart.
I'd recommend pleasant."- Jimmy Stewart as Elwood P. Dowd in "HARVEY"

Dennis J. & Gloria A. Chada, St. Paul,MN

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Mar 12, 2002, 3:10:41 AM3/12/02
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In article <3C8128EC...@vcn.bc.ca>, vi...@vcn.bc.ca says...

> . Inactive individual membership in this Club may be conferred by the
> Executive Committee of this Club on any individual member
>

Vince,

Good points.

My specific was that the club still must define the level of absence
which is "inactive' and then take some action.

I think is correct to erect some hurdles, since the action lowers the
number of members needed to commit the club to an action which is a
reduction in the rights of the absent member.

I must admit that I am taken aback that the action does strip the
inactive member of the right to vote until reactivated and that was not
language that I was previously familiar. That I would consider a
significant reduction in the rights of any absent.

That would mean in essence that the club could notify us of a bylaws
change, we could attend and not be allowed to vote because the exectutive
did not vote us "back in" - not good actually.

Well it is hard for me to conjure great sympathy for the always absent, I
also do not like taking the right to voice and vote from ANY dues paying
member absent some kind of disciplinary action.

We do not use this provison, and I would now advise against it unless we
could have the right to voice and vote be exercised by the member anytime
they returned to the meeting.

Interesting language, thanx for bringing it to my attention.

Susan Niven, DTM PID CSP

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Mar 12, 2002, 10:31:21 AM3/12/02
to
> I must admit that I am taken aback that the action does strip the
> inactive member of the right to vote until reactivated and that was not
> language that I was previously familiar. That I would consider a
> significant reduction in the rights of any absent.
>
> That would mean in essence that the club could notify us of a bylaws
> change, we could attend and not be allowed to vote because the exectutive
> did not vote us "back in" - not good actually.
>
> Well it is hard for me to conjure great sympathy for the always absent, I
> also do not like taking the right to voice and vote from ANY dues paying
> member absent some kind of disciplinary action.
>
> We do not use this provison, and I would now advise against it unless we
> could have the right to voice and vote be exercised by the member anytime
> they returned to the meeting.

Hi Dennis -

You raise an interesting (although depressing!!!) scenario ... but I
urge you to re-consider your conclusion.

It is my understanding that the reason for disallowing votes by
inactive members, is to protect the assembly in two ways:

1) If inactive members WERE voting members, they would have to be
counted in the quorum requirement ... and if there were enough of
them, they could prevent the assembly from ever being able to conduct
business.

2) If an inactive member were permitted to simply show up at a meeting
where s/he wanted to vote on an issue and then disappear into the
woodwork once more, that could be a tactic used by individuals who
simply have mayhem on their minds and no intention of being active
within the organization.

It could also be important to remember that parliamentary procedure /
Robert's Rules is/are used by a multitude of organizations. They were
not created just for Toastmasters! Although the "no voting by inactive
members" rule is specified in our governing documents, I believe that
it is also a topic upon which Robert (and probably other
parliamentarians) has spoken.

All of that aside, it seems to me that it is highly improbable that
either concern (1 or 2 above) would be a factor in very many - if any
- Toastmasters Clubs. When it is conferred on one of our members,
Inactive Membership is generally because the individual is unable to
attend meetings for an extended period of time because of another life
commitment.

Susan.

Susan Niven, DTM PID
Member: Blaine Harbor TM Club 5995-2 in Blaine WA USA
I invite you to Explore ALL The Possibilities with me online at
http://www.exploreallpossibilities.com/home.html
"My words mean whatever I mean them to mean." - and I can't remember
right now which non-human literary character said that ... Humpty
Dumpty maybe?! The March Hare? hmmm ....

John Fleming

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Mar 13, 2002, 12:30:17 AM3/13/02
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"Susan Niven, DTM PID CSP" <susan...@hotmail.com> wrote in message
news:572c4b5d.02031...@posting.google.com...

>
> It is my understanding that the reason for disallowing votes by
> inactive members, is to protect the assembly in two ways:
>
> 1) If inactive members WERE voting members, they would have to be
> counted in the quorum requirement ... and if there were enough of
> them, they could prevent the assembly from ever being able to conduct
> business.

That's a very good point.

If inactive members are included in the quorum, it can become possible for a
club to be unable to conduct any business becuase too few members show up
for meetings to have a quorum.

Back in my Division Governor days, I had a club facing exactly this
situation.

On paper, they had something like 17 paid members--several of whom hadn't
shown up for a meeting in months. At the time, they had an average of eight
members showing up for meetings.

I know some organizations will formally state in their constitution or
bylaws that a quorum can be significantly less than fifty percent of
membership. This allows the organization to conduct business even if only a
small percentage of members show up to vote.

> 2) If an inactive member were permitted to simply show up at a meeting
> where s/he wanted to vote on an issue and then disappear into the
> woodwork once more, that could be a tactic used by individuals who
> simply have mayhem on their minds and no intention of being active
> within the organization.

I suppose the mitigating factor here is that for many clubs many inactive
members are inactive because they've lost interest in Toastmasters.

These members are unlikely to show up at a meeting anyway.

The member who wouold be a problem here is one who stopped coming because
they became disgruntled and now see an opportunity for "revenge".

--
John Fleming, DTM
Attitude Boosters Toastmasters - Member
Chamber Toastmasters - Member
Edmonton, Canada

If Love is Deep, Much Can Be Accomplished

Shinicni Suzuki


Dennis J. & Gloria A. Chada, St. Paul,MN

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Mar 13, 2002, 2:10:58 AM3/13/02
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In article <572c4b5d.02031...@posting.google.com>,
susan...@hotmail.com says...

>

> It could also be important to remember that parliamentary procedure /
> Robert's Rules is/are used by a multitude of organizations. They were
> not created just for Toastmasters! Although the "no voting by inactive
> members" rule is specified in our governing documents, I believe that
> it is also a topic upon which Robert (and probably other
> parliamentarians) has spoken.
>
>

Hi Susan,

Thanx for the reply, always good to hear from you.

I just took a quick run through Roberts - the gold one - and could not
find a topic which seemed to exactly fit.

Here is a thought which would ease my disquiet with the current process:

In the bylaws, TI establishs two classes of members right up front,
active and inactive. Then they define rights and privleges for the
members and for the clubs for EACH class. Then they provide the guidance
for appropriate "triggers" for moving a member between classes.

Perhaps there should be TI and club dues set for each class - I feel
strongly that any member paying full dues, does not lose vote and voice
without disciplinary action!

I also feel that a person who is not around very much has little to
complain about when the club acts "on his behalf" with a slightly lower
quorum.

Perhaps with the classes set more "clearly" the act of moving a member
from one class to another, would be more straightfoward and maybe more
clubs could use the inactive process to their benefit.

I am not unfamiliar with the situation - we have a couple members whose
attendance would require "signing the guestbook" it has been so long.
But they keep renewing! Maybe they like the magazine and the club
newsletter!

Thanx for the insights.

Eric Matto

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Mar 13, 2002, 9:25:56 AM3/13/02
to
> In the bylaws, TI establishs two classes of members right up front,
> active and inactive. Then they define rights and privleges for the
> members and for the clubs for EACH class. Then they provide the guidance
> for appropriate "triggers" for moving a member between classes.
>
> Perhaps there should be TI and club dues set for each class - I feel
> strongly that any member paying full dues, does not lose vote and voice
> without disciplinary action!
>
Clubs can set different dues for each class, according to the bylaws. See
Article III, on TI's website at http://www.toastmasters.org/pdfs/part-c.pdf
(page 7). It says there that clubs can set dues for inactive members at any
amount up to the dues for active members, so long as the amount for TI is
included. For any new club that I've ever advised about filling in the
blanks on the bylaws form, I've always suggested that they make the inactive
and active dues amounts the same. I think it opens up a real can of worms to
do otherwise.
--
Eric Matto, DTM
2001-02 District Governor, Chicagoland District 30 Toastmasters
Member, Schaumburg Area TM club #3241-30 and Lettuce Speak TM club #5251-30


Dennis J. & Gloria A. Chada, St. Paul,MN

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Mar 13, 2002, 11:27:12 PM3/13/02
to
In article <572c4b5d.02031...@posting.google.com>,
>
> It could also be important to remember that parliamentary procedure /
> Robert's Rules is/are used by a multitude of organizations. They were
> not created just for Toastmasters! Although the "no voting by inactive
> members" rule is specified in our governing documents, I believe that
> it is also a topic upon which Robert (and probably other
> parliamentarians) has spoken.
>
>

Susan,

Had a chance to read and study a bit and I have come to a conclusion
about my unease with the "inactive" process and your comment about other
groups helped me with my study.

Lets try some examples:

Scenario 1 -

A member contacts the VP-E and requests to be removed from schedule
because of a long-term conflict. VP-E tells member that the absent
member will be placed on inactive status. VP-E offers motion at next
business meeting to place absent member on inactive status until member
requests return to "active" membership.

Scenario 2 -

A member has missed several (many) meetings including those where absent
member had a meeting role scheduled. VP-Membership has been unsuccessful
in contacting absent member to discuss future attendance. After some
discussion between VP-membership and other members of Club executive
board, Exec Board by motion recommends to full membership at business
meeting that the absent member be placed on inactive status until VP-E,
VP-M, or some other officer is able to make contact and verify future
attendance.

Now here is what I see as the crux of the discussion;

Scenario 1 is putting a member on in-active status. Scenario 2 is a
disciplinary action in which we are suspending the absent member for non-
attendance!

Discipline requires a different set of parliamentary rules and a higher
oversight for protection of rights.

I think we are trying to do too much with the current inacive language -
make it be voluntary or provide a clear direction that club does have the
right to set reasonabe conditions for membership including attendance and
to enforce them.

Interesting question.

John Fleming

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Mar 14, 2002, 10:54:28 PM3/14/02
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<Dennis J. & Gloria A. Chada>; <St. Paul>; "MN" <chad...@infi.net> wrote in
message news:MPG.16f9e2999...@198.99.146.100...

> Scenario 2 -
>
> A member has missed several (many) meetings including those where absent
> member had a meeting role scheduled. VP-Membership has been unsuccessful
> in contacting absent member to discuss future attendance. After some
> discussion between VP-membership and other members of Club executive
> board, Exec Board by motion recommends to full membership at business
> meeting that the absent member be placed on inactive status until VP-E,
> VP-M, or some other officer is able to make contact and verify future
> attendance.

This is an issue I think every club should address.

Make it a formal point at a properly conducted club business meeting that
any member who misses a certain number of meeting, with or without
appropriate reasons, will be added to the club's inactive roster.

I don't think that is punishing any member per se. What it does do is
define some ground rules that will let the club continue to function
properly when a large number of members are absent from meetings for an
extended period of time.

Make the number of meetings missed reasonable, for example, a member who
misses four meetings in a row will be considered inactive for the purposes
of determining if a quorum is present at a club business meeting.

As long as the membership of the club is happy with this kind of ground
rule, that is all that counts.

My $0.02.

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