Consumer Watchdog – Stem call agency stumbles over quorums again

Two California stem cell agency subcommittees meeting Friday and Saturday faced an ongoing problem -- mustering enough members for a quorum.

In a particular irony the Governance Subcommittee on Friday lacked a quorum the entire time members who were present discussed a possible solution by changing bylaws so some members of the agency's board can attend board meetings by telephone, though one member joined later rounding out a quorum.

Saturday's Finance Committee meeting never had a quroum.

The 29-member Independent Citizens Oversight Committee (ICOC), comprised of high-powered academic and research institution executives, representatives of the of the life science industry and patient advocates is the board for the $6 billion enterprise. It's scheduled to meet seven times a year and most of the sessions are now envisioned as two-day meetings.  Under its bylaws members must attend ICOC meetings in person.

The quorum difficulties are exacerbated by the requirement for 65 percent of the members rather than the usual 50 percent of members. The rules allow subcommittees -- like the Governance and Finance committees  -- to hold meetings through telephone conference calls. And these two meetings were by telephone conference call.

Friday Governance Committee members Sherry Lansing (Chair), Claire Pomeroy, Bob Klein, Duane Roth and Jeff Sheehy discussed a proposal that while stressing "members are expected to attend as many many ICOC meetings as possible" would allow some members to attend by telephone or video conference to muster a quorum. Phil Pizzo joined the meeting after the quorum discussion.

The rules allow the academic and business members of the ICOC to send alternates. Patient advocates are not allowed to send a designee.

Lansing said the the goal of Friday's meeting was to gather ideas on the details of such a plan, have CIRM staff refine the language, take the proposal up at at the next Governance Committee meeting and present recommendations for action at the ICOC's December meeting.

The initial concept discussed would have authorized up to three members per meeting to participate by telephone or video conference and offer a priority to those who could do so:

-- Members with significant medical needs.
-- Members who do not have the power to appoint an alternate.
-- Members traveling out of state
-- Other members.

Participation by teleconference could be limited to no more than two meetings per member per year.

An important safeguard is that the public would have access to the remote telephone locations.

Roth suggested that instead of limiting telephonic participation to a specific number, the limit should be a percentage to reflect the fact that there are sometimes vacancies on the board. He suggested a 20 percent cap or five when the board is filled.

Sheehy was among those saying that patient advocates ought not to be counted toward the cap, nor limited in the number of sessions they could attend by telephone or video conference.  This was in recognition of the fact that a number of the patient advocates are coping with medical issues.

I'm waiting to see the exact bylaw language developed by CIRM staff and taken up at the next Governance meeting. The general concept is sound, though having as many as five members and additional patient advocates calling in strikes me as excessive.  

Certainly, though, having an involved member attend by phone, is preferable to drafting an alternate from the audience to round out a quorum as literally happened in August.

I offered this solution:  Lower the quorum to 50 percent and add sanctions for members who don't show up.

And there's this troubling thought: No matter what bylaw change is is proposed in December, it's by no means certain -- based history -- that the ICOC will have a quorum when the question comes up for a vote.