LOPSA Policies/Board votes via email

Board votes via email

Policy approved by the Board on 8 August 2005.

Policy amended on 10 October 2005.

The Board may from time to time conduct business via electronic mail. This business may include motions.

This Policy is intended to provide for a well-defined process for conducting voting on such motions, while preserving the parliamentary rights of Directors.

Purposes

Unless other Rules state otherwise, any ordinary Board business can be conducted via electronic mail. However, Directors should prefer Board Meetings to propose motions that may require discussion.

Motions for Bylaws amendments or ratifications are not permitted via electronic mail.

Mechanism

The Board Working List or Board Private List (as described in the policy on Board electronic mail lists) shall be used for all electronic mail motions and votes.

Motion message

Any Director may make a motion via email by posting a message to the appropriate list with the text "MOTION:" at the beginning of the subject header; this text shall be known as a subject keyword. The remainder of the subject header should describe the motion being proposed. The text of the message must clearly delineate the text of the motion from any discussion, for instance by the words "I move that". This message shall be known as the motion message.

Seconding message

Any other Director may post a response to the motion message clearly stating an intention to second the motion. The subject header should replace "MOTION:" with the subject keyword "SECOND:". This message shall be known as the seconding message.

A seconding message must be posted within 7 days of a motion message or the motion shall be considered void. Such a void motion shall not be minuted.

Withdrawal; rewording

Prior to voting, the original mover may withdraw the motion or reword it by posting a response to the original motion message. In the case of a rewording, the new message shall become the motion message. A seconder must clearly state his or her intention to second the new motion message; a second of the original wording is out of order.

The keyword on the subject line should be set to "WITHDRAWN" or "AMENDED" as appropriate.

Voting

After the seconding motion, voting shall commence. Directors may cast a vote by posting a response to the motion message or seconding message, replacing the subject keyword with "VOTE:" and stating the vote as "aye" or "nay" in the body of the message. The text of the motion being voted on must be included in the message for the vote to be valid.

It is not necessary for the mover and seconder to vote explicitly; they shall each be considered to have cast an aye vote unless they state otherwise.

Directors may change their vote before the close of voting by casting another vote in the same manner; in order to avoid ambiguity, the text of the message should clearly state that the Director intends to change his or her vote.

Abstentions

A Director may abstain from voting, while still being counted for quorum, by posting a response to the motion message or seconding message, replacing the subject keyword with "ABSTAIN:". This message shall be known as an abstention message.

Discussion

Directors may discuss the motion at any time by replacing any subject keywords with "COMMENT:".

Close of voting

Voting shall close once the motion has been adopted or fails.

The motion shall be considered adopted when:

• A quorum of the Board, excluding abstentions, has voted aye; or
• When all of the following conditions obtain:
  1. 7 days have passed since the seconding message;
  2. A quorum of the Board has posted a vote or abstention; and
  3. A majority of the votes cast are aye.

The motion shall be considered failed when:

• A quorum of the Board has voted nay; or
• 7 days have passed since the seconding message, and the motion has not been adopted.

Concurrent consideration

The Board may consider more than one motion via email concurrently. A Director may post a new motion message while another vote is in progress. If two motions are in conflict, the one adopted later shall supercede the one adopted earlier.

Amendment

Because of the complexities that would arise, amendment of a motion made via email is out of order. The effect of amendment can be obtained by posting a new motion message.

Rule of order

The chair (the President, unless he or she is absent or designates another chair) shall have the right to rule posts in conjunction with an email vote out of order if they violate this Policy or other Rules, subject to Board consent.

Intervening meetings

At the chair's discretion, any motions currently being considered via email at the time of a Board Meeting (at which a quorum is present) may be introduced on the Meeting's agenda. The motion shall be considered de novo as a regular item of business and shall be subject to the Rules applying to any other motion in a Meeting; this consideration shall supercede and terminate the email consideration. No votes cast via email shall be counted.

Minuting

Motions voted via email shall be recorded in the Minutes of the next regular Board meeting. The following information shall be included:

1. The words "Motion submitted via electronic mail on", plus the date of the motion message;
2. The text of the motion;
3. The words "Motion adopted on" or "Motion failed on", plus the date of the close of voting; and
4. The names of any Directors posting an abstention message.