Upcoming Members General Meeting -- POLL

As a reminder, we need volunteers to apply or be proposed to be president, community administrator, secretary or treasurer.

I have not received any candidate names.

At least 1 Canadian must be on the Board of Directors. Off the top of my head, I can name 7 fmsoup members that are Canadians.

Remember to clear your agenda for the date and time corresponding to your time zone. We need 30 members to reach quorum.

I will update this thread with the technical information for the meeting. I need to know how many intend to attend in order to reserve sufficient seats on the conference platform so please RSVP here:

  • I will be present
  • I will not be present

0 voters

Meanwhile, you may review the Bylaws' final draft and Financial Statement attached below which will be presented to vote on at the meeting.

Draft_Bylaws_2021-01-25.pdf (623.3 KB) FinancialStatements2021-01-25.pdf (135.8 KB)

The Bylaws reference articles of the Act and Regulations which you can access at:
Canada Not-for-profit Corporations Act
Canada Not-for-profit Corporations Regulations

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Hi Cécile,
I could volunteer for a position. Just know that I am not Canadian and not an finances guy :slight_smile:


If you need a post filling I would be happy to volunteer for a position, or to help in other ways. I am not Canadian sadly :wink: but I am happy to help out if I can.


Thank you Torsten and Ben!

People where is the enthusiasm?! 7 commited to attend...
The soup counts 320 members!!!

I have spent well over 20 hours in the last month to get the corporation, banking, papers etc, done. This is actually more than what I was able to put in for remunerated work! I always said I would not carry this thing on my own.

I know you love the soup and want it to live on. Please show it and show up!


Your leadership is highly appreciated.
Let me invite a few others to join the thread.


I’ve pm’d Cecile, as would others have, hence the traction will not be obvious. We’ll be attending the AGM, but do not have the capacity this year to take on a formal position. We would let people down due to the amount of work here.

However, we’ll support the Soup as much as we can. Please come forward to allow this brilliant forum to continue. Although we cannot be formally involved, we will support, in any way we can, anyone who does come forward.



Can I give someone my proxy, if it helps towards making a quorum?

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I asked Stefanie to join forum and meeting. Maybe if everyone else also encourages staff or buddies to join here, maybe we find some more to join the meeting?


problem here is that in our company 4 of 6 members were corona positive - 2 are ok again, 2 not. Means we are in general really short at the moment. Further, my english ist too bad.

Besides of the above, I help as much as I can


@Markus No one expect someone who has serious illness to be on the call, they should take care of themselves obviously. But just from the number of members or even frequent readers and frequent posters, I too was expecting a stronger response.

That date is coming fast, I hope more people will attend.

I wish your colleagues will feel better soon.


If all members of the site are members of the corporation, and you require a quorum of all members, you will never achieve a quorum. Most people don't come to a forum to be members of a corporation, and 95% become lurkers.

In my experience, the quorum is only needed based on the number of members that are present at the meeting. Is that the same case in Canada?

@jormond my understanding is quorum is minimum required attendance for the votes to be legitimate in the first place when decisions require a vote (decisions or processes, like approving a financial statement that has been prepared).

So it cannot be derived from attendance. It is set to 12 members in the draft Bylaws that were published.

Specific votes can be subject to other conditions (simple majority, 2/3 of attendance, etc. based on how much of a consensus should be required to change something). This can be defined in the Bylaws for specific situations. For instance, amendments to the Bylaws cannot be done with simple majority, two-thirds majority is required (based on attendance, provided the quorum is met). There may also be a larger legal context that frames other decisions not present in Bylaws (something like a default legal requirement), but my guess is that would be for things that apply to all organization and would be very generic. That may also not exist, I'm from Canada, but it is not the kind of legal text I will keep by my bedside table.

I hope this clarifies for the definition of quorum and possible nuances with the United States.

Quorum is 50% +1 of the voting membership. I don't think the "general" membership needs voting rights in a group like this. I think only the board (not all of whom need have a named position) needs voting rights in a group like this so pick an odd number you like say 7 or 9 so you can break a tie if needed for the board and they can vote on things. You can then set up a process where by members can submit proposals to the board if they get a certain % of support from the general membership for changes they would like to see that the board can then vote on. Getting a committed board of that size to attend meetings and vote on things is going to be enough of a challenge for you as it is. Don't get discouraged this was always going to be an uphill battle and you've done a great job!!!

In the guidance texts suggested quorum is 10% of members. That’s why I put 30 here. I had forgotten that I had been more timid about it when writing the bylaws.

Could also be something else like 10% of active members. That should be voted on at the meeting.

I would have expected more members would have wanted to attend a constitutive meeting that will give the soup a steering committee. After all, the elected people will manage the place. Hopefully you will be comfortable with whom ever those attending will choose.

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@LemmTechNapa I'm not sure you have read the document attached to the post at the beginning of this thread. From it we read at item 20:

A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 12 members. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

It is not about voting, it is about required attendance for votes to be legitimate.

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I incorporated the fmsoup as a non profit. Every member has a vote. Anyone can make proposal at the annual meeting. If someone second that proposal a vote will determine the outcome.

Quorum of the members is a number of attendees specified in the bylaws that is required to validate the voting process of said meeting.

Board meetings, in the other hand, are independent of the annual members meeting. The quorum for decisions made by the board is 2 if I remember what I put in the bylaws.

At this time, we are not bound by the bylaws since they have not be voted on. I felt that voting for the bylaws and the first board should be a conscious and deliberate action by the people who enjoy and love the soup. So I put 30, in line with the sample bylaws guidance texts.

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Yes I am sorry I didn't read the docs.

"It is not about voting, it is about required attendance for votes to be legitimate." I think that is distinction without a difference as they say. A Quorum is what makes a vote "binding" without it you can't hold a vote and binding means the result of a vote will be enacted and Quorum is defined as 50% +1. If you want to define it differently for your own purposes you can do that but that is its legal definition.

Generally you have bylaws for an org in terms of it's legal structure and then "standing rules" that define how you wish to conduct your meetings of which voting could fall into that category. I have no preference how any of this set up but I am on a number of boards so wanted to add my 2 cents here.

In its normal usage, quorum follows the following definition, the number being specified in the organization bylaws, unless a legal provision exists that applies to the industry in which the organization operates. For instance for Condominium Corporations the law sets the quorum based on the number of units/owners. Where the laws doesn’t impose the math to establish quorum, the organizations are allowed and must set the quorum in their bylaws as defined below.

In the USA, there is a specific definition of quorum for the Senate. Quorum for the Senate is the equivalent of the majority so 50+1. That means that at a meeting where only 51 senators (dems and rep mix) show up, the Senate has quorum so it will take only 26 votes (50%+1) for a motion to pass during that meeting. For legislation that require 2/3 of the votes, 34 votes will be required to pass.

But these rules are specific to that institution. In Canada, our type of organization must set the quorum they require in their bylaws. Bylaws cannot be amended by a Board of directors resolution. Only during a general annual or extraordinary meeting of the voting members can changes to the bylaws be voted.

A quorum is the minimum number of members of a deliberative assembly necessary to conduct the business of that group. According to Robert's Rules of Order Newly Revised, the "requirement for a quorum is protection against totally unrepresentative action in the name of the body by an unduly small number of persons." Wikipedia


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No need to discuss the numbers.
Whether it's 20, 30 or 40 doesn't really matter.

As long as we can vote on the MyLaws to go into effect and satisfy Canadian laws, it will be fine.
And of course we may need volunteers to take a job on the board. Since the organization is just running this forum, there will be little work to do. e.g. the cashier will only have something like 20 payments a year to monitor.

Cecile, I am available for a position. I will also be in attendance.