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Administrative Policies and Procedures

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Policy number Policy name Policy date Sunset date
AP 36-D Procedure for Board of Directors On-line Voting 4/12/2008 11/5/2015
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Policy text


In accordance with 1.5.4 of the Rules, the business of the Board may be conducted through the mail, or through electronic means of communication, using procedures stated as a current Administrative Policy document that has been approved by the Board. This Administrative Policy establishes procedures for on-line voting on motions before the Board. The process for placing a motion before the Board for discussion and voting will occur in two phases. A preliminary motion is placed before the Board for discussion only. Subsequently, a final motion is placed before the Board for voting and continued discussion. The language of the preliminary motion can be changed by the sponsor before it becomes a final motion. The language of the final motion cannot be amended.

1. Motion Procedure

1.1. Preliminary motions may be brought to the Board for on-line discussion by EXCOM, by any Board member, by a Council or by a Standing Committee via the Secretary. In order to distinguish a preliminary motion from general on-line Board discussion, the intent should be made explicit, either by using the standard Action Item form or by using a phrase such as "EXCOM proposes the following preliminary motion: Moved that..."

1.2. Preliminary motions will be discussed on-line prior to their submission as a formal motion. Preliminary motions will remain open for on-line discussion for a minimum of two weeks.

1.3. During the discussion period of a preliminary motion, any Board member may request that the matter be postponed to the next scheduled meeting. If such a request is seconded by another member, the preliminary motion will not move forward to become a formal motion but will be put on the agenda of the next scheduled meeting.

1.4. The Secretary will advise the Rules Committee of preliminary motions so that Rules Committee may review the proposal.

1.5. After the discussion period of a preliminary motion, if the preliminary motion has not been postponed to the next scheduled meeting, then the Secretary will invite the original sponsor to create a formal motion for submission to the Board for a vote. Upon receipt of the final motion and a second from another Board member, the Secretary will initiate on-line voting on the final motion.

1.6. Final motions generated by EXCOM or by Councils or by Standing Committees do not require a second.

1.7. Specific non-Board members may be invited to participate in the discussion as needed, in a manner coordinated by the Secretary. Board members will be advised when non-Board members are invited to participate.

1.8. At the discretion of the Chairman of the Board, when dealing with emergent matters, EXCOM may submit a final motion on-line voting without the preliminary discussion period. Board members cannot force postponement of a final motion on emergent matters to the next scheduled meeting.

2. Voting period

2.1. A final motion together with supporting information will be posted by the Secretary for on-line voting by the Board. The vote will be open for at least two-weeks. Discussion may continue during the open voting period.

2.2. Because voting and continued discussion are concurrent, amendments to a final motion are not allowed. A final motion may not be withdrawn.

2.3. A Board member may vote any time, and can change the vote until the end of the voting period.

2.4. Voting deadline shall be midnight Eastern time on the closing date.

2.5. An email reminder will be sent out two business days before the end of the voting period.

2.6. Confirmation to the voter of his or her vote will be provided at the time the vote has been entered.

2.7. Proxy voting is prohibited.

2.8. Votes can be yes, no, or abstain. Absent members will be recorded as absent, not abstain.

3. Voting Results

3.1. An affirmative vote of a majority of the Board eligible to vote shall be required for the passage of any final motion, unless the Bylaws or Rules require a super-majority, such as ⅔, in which case the affirmative vote of that fraction shall be required.

3.2. The numerical results of any vote will be reported to the Board by the Secretary at the completion of the voting process. Individual votes will be kept on file in the archives and will be available to current members of the Board via the intranet.

3.3. The Secretary will present a written summary of all business conducted under this subsection at the next regular meeting of the Board, which will be included in the minutes of that meeting. The result may be communicated to the membership by a separate communication at the discretion of the Chairman of the Board.

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