Recommendations of the Members By-Laws Review Committee 42 Current By-Laws (January 2023) (A) Board’s Proposed Change (B) Board’s Rationale (C) By-Law Committee’s Recommendation (D) By-Law Committee’s Rationale (E) (d). In the event of the disqualification of any elected officer or member of a committee with respect to any matter presented to the Board or Committee for deliberation or determination, such elected officer or committee member shall withdraw from such deliberation or determination. (e) If an elected officer or committee member withdraws from any deliberation or determination, the remaining qualified elected officers or committee members present at the meeting may exercise all powers of the Board or committee, provided the number of members present, including the disqualified Directors or members, constitutes a quorum. By-Law 44(d) Accepted as proposed. By-Law 44(e) Rejected as proposed. Amend to read: If, during the consideration of any matter, the withdrawal of one or more directors or officers, due to a declared conflict of interest, results in the absence of a quorum, the meeting shall be immediately suspended. The meeting shall be reconvened at the earliest practicable time when a quorum can be formed, excluding the disqualified and conflicted members, for the sole purpose of By-Law 44(d) Agree with recommendation. By-Law 44(e) This is a standard provision. An improper meeting – lacking a quorum – cannot conduct legitimate business. It too many members are conflicted in the matter under consideration this should be seen as a warning sign and the matter should be dropped not forced through without the legitimacy of a quorum.
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