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

October 15th, 2004

This resolution was adopted by the Board of Directors of SPI at their meeting of November 9, 2004.

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


  1. SPI board meetings take place electronically using IRC;

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

The Board of Directors of SPI resolves that:

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

    1. All board members must be notified of the vote by means of, at minimum, an electronic mail being sent to the board mailing list;
    2. 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
    3. In order for any motion or resolution to pass outside of a meeting, a majority of board members must vote in favour;
    4. The authenticity of every vote must be ascertained by the Secretary, or a designated member of the board;
    5. No vote may be open for less than five days (120 hours), unless the motion or resolution has been defeated;
  2. No matter shall be put to a vote which has not been put forth for discussion for a minimum of two days (48 hours);

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

  4. 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;

  5. 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.