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

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The following resolution was adopted by the Board of Directors of SPI
during its meeting on November 9th, 2004.

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.

- ---
David Graham, SPI Secretary
cdlu(at)spi-inc(dot)org D5F45889

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