Resolution: Board deliberations

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This vote on Board procedures was approved unanimously at the July 8, 2010 Board meeting. See the previous Consent resolutions resolution (February 2006).

Resolved, that the Board will follow the procedure below for all resolutions. The Chair may divert from this procedure when needed.

Step 1

A resolution is proposed. Any Trustee can propose a resolution at any time. This can either be the start of a new discussion or the conclusion to an ongoing discussion.

Step 2

Drafting and discussion
A two-week discussion period starts in order to facilitate discussion. The ending period for the discussion is clearly stated on the resolutions page.

Urgent matters: If half of the Board agrees, a resolution may be treated as urgent and the discussion period shortened to 1 week.

Prolonging discussion
Whether or not the resolution is urgent, a discussion period can be extended by agreement of a portion of the Board:

one extra week - 30% of the Board must agree
a second extra week - 40% of the Board must agree
a third extra week - 50% of the Board must agree

The drafting process can be stopped or restarted at any time by request of a majority of the Board.

Step 3


After the end of a discussion period, any Trustee can move to begin a voting period. Once another Trustee seconds this motion, a link to the resolution on the Board wiki will be mailed to all Trustees. The moment this notification is sent starts the voting period.

The voting period is one week. In case of an urgent matter (as defined above) the voting period is 4 days. In case of an urgent issue the whip will reach out to all Trustees who have not voted after 2 days (if needed by phone).

The voting deadline can be extended by an additional week if a majority of the Board so wishes.

All Trustees are required to vote on every resolution within the above specified timeframe. The only exception is a potential conflict of interest. (A vote is either yes, no, abstain or recuse.)

At any given time, deadlines will be clearly marked on the top of the resolution on the Board wiki.

Step 4

Resolutions are published in their entirety. The Board Secretary should take care of this within a week, accompanying it by a Q&A if deemed necessary. The Chair can decide not publish a resolution for a specific reason.

Approved: 10-0