Resolution 2004-10-15.dbg.1: Non-meeting voting

[David Graham]

I put this resolution forward for the following reasons:

I find 2001-11-26.iwj.1 has outlived its usefulness as a resolution. It's
not completely clear and it can use an update. It requires both unanimous
consent and a 50% quorum, which to me is contradictory.

Note the use of the term 'motion' would allow us to do things like approve
minutes without the arduous procedure of using a resolution.

Also, this resolution does not limit us to email voting, it could also
allow web-based voting, voting over ham radio, or by carrier pigeon, as
long as every board member has been made aware of the vote. No motion or
resolution will pass, period, without a firm majority of sitting board
members approving it, creating an implicit quorum of 50%+1 vote.

I am trying to figure out if having a quorum of 66% as our by-laws mandate
for meetings is better, or 50% *positive* votes is better. With the 66%
rule, we could have 6 of 9 members vote in a resolution, with only one
solitary member voting in favour, and 5 abstensions, and still have a
resolution pass. With a 50%+1 requirement, a real majority must actually
support the motion.

This resolution also requires unanimous consent of all board members
should the membership sink below the legal minimum of 8 set out in the
by-laws. I think it is necessary to keep some provision for business to be
doable in that case, if only to appoint interim board members to get back
to working strength.

I'd be happy to hear amendments and changes to this resolution.

Resolution follows:
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Resolution 2004-10-15.dbg.1: Non-meeting voting

This resolution supercedes 2001-11-26.iwj.1

1. WHEREAS SPI board meetings take place electronically using IRC;

2. and WHEREAS not all meeting business can take place using any single
medium;

The Board of Directors of SPI resolves that:

3. Any motion or resolution may be voted on by the board of directors as
per the following procedure:

 i. All board members must be notified of the vote by means of, at
  minimum, an electronic mail being sent to the board mailing list;

 ii. Non-meeting vote announcements must contain the following
  information:

  1. The subject of the vote
  2. The content of the motion or resolution
  3. The date and time the vote opens
  4. The date and time the vote closes

 iii. In order for any motion or resolution to pass outside of a meeting,
  a majority of board members must vote in favour;

 iv. The authenticity of every vote must be ascertained by the Secretary,
  or a designated member of the board;

 v. No vote may be open for less than five days (120 hours), unless the
  motion or resolution has been defeated;

4. No matter shall be put to a vote which has not been put forth for
discussion for a minimum of two days (48 hours);

5. Any board member may call a non-meeting vote;

6. No resolution or motion may be passed outside of a meeting if the Board
of Directors does not have the minimum membership required by the By-Laws
of this organisation without the affirmative vote of every board member;

7. Any resolution or motion passed under the terms of this resolution
shall have the same force and effect as if passed during a board meeting;

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David "cdlu" Graham - cdlu at newsforge.com
Guelph, Ontario - http://www.railfan.ca/