bylaw change

[Guest TomK]

Section 3. Quorum and Vote Required. A majority of the Directors then in office shall constitute a quorum for the transaction of business unless a greater number is required by law or these Bylaws. The act of a majority of the Directors present and voting at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the action of a greater number is required by law or these Bylaws.

To reflect the change I was going to change that to read;

"Seven Directors then in office shall constitute a quorum for the transaction of any and all business." I was also going to change the phrase "majority of the Directors”, which is throughout the by-laws, with the word quorum.

The other member of the committee said not to change that phrase. His reason was that if we have a vote by email or phone, we need to have a "majority of the Directors" instead of a quorum of seven. To me that is having two quorums which I think is wrong and can lead to confusion and dissension. What is the correct way to handle this change? Thank you.

[David A Foulkes]

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