User:Fæ/Draft supplementary rules for voting: Difference between revisions

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==Putting a resolution for a vote==
==Putting a resolution for a vote==
Votes are conducted against a proposed resolution. Resolutions may be drafted and proposed by anyone, however all resolutions should be scheduled for a vote by the Secretary.
Votes are conducted against a proposed resolution. Resolutions may be drafted and proposed by anyone, however all resolutions should be scheduled for a vote by the Secretary and signed by at least one trustee.<ref>Required in AoA 20.13</ref>


The Secretary may defer a resolution if she has any concerns relating to legal issues, whether the proposal is within the scope of the mission of the charity and helps to fulfill that mission or whether it can be realistically implemented. The board of trustees may offer the proposer support to prepare any suitable resolution should it require expert advice or significant research.
The Secretary may defer a resolution if she has any concerns relating to legal issues, whether the proposal is within the scope of the mission of the charity and helps to fulfill that mission or whether it can be realistically implemented. The board of trustees may offer the proposer support to prepare any suitable resolution should it require expert advice or significant research.

Revision as of 21:39, 25 November 2012

Comment This draft document is being prepared to address action 8.14 in the November 2012 board meeting on Fae, to prepare supplementary rules as a resolution for the board of trustees. Please feel free to raise comments on the talk page of this document.

Supplementary rules for voting

(This is a very early draft, so please reserve any feedback to comments on the principle rather than detail. (talk) 12:22, 25 November 2012 (UTC))

These rules supplement the Articles of Association (AoA) and specifically must comply with section 28 (restrictions on rules), 14.5 (Directors may not delegate their vote or be represented by proxy), 15.3 (any quorate meeting of Directors may act with authority), 20 (proceedings of Directors) and 21 (Delegation of Director's powers). These rules are supported by AoA 28.1(d) in that they define the rules for votes at meetings of Directors, and AoA 21 for committees with delegated powers.

For voting purposes, "Director" and "Trustee" are used as equivalent terms in these rules though there are legal differences. The term "committee" is used here for groups with delegated powers to act for the board of trustees and is distinguished from meetings of the board of trustees.

To amend these supplementary rules, a full vote of trustees with a minimum 2/3 (two thirds) majority in favour is required.

How to count

Counting the quorum

For website and email votes the quorum is always counted as equal to or greater than (number of trustees eligible to vote + 1)/2, refer to table 1. Trustees are eligible to vote so long as they are a registered director, are in compliance with the Trustee Code of Conduct and have no related declared interest.

When the number of trustees eligible to vote is less than three, no vote will be considered valid.

Table 1
Number of trustees eligible to vote Quorum
3[1] 2
4 3
5 3
6 4
7 4
8 5
9 5
10 6
11 6

Counting votes

Board meetings

For votes presented or ratified at meetings of the trustees, the number of votes supporting a resolution must be equal to, or greater than, the quorum required at the time the vote was opened. Should a trustee leave the board during the vote, the required quorum is not recalculated though should a trustee join the board of trustees during the vote, the vote must be re-opened and a new quorum calculated from that date, to provide the new trustee the opportunity to discuss the resolution and vote on it.

Committee meetings

Unless specified otherwise in a proposed resolution, votes of committees with delegated powers default to a simple majority vote. This is counted by the whole number equal to or greater than (number of eligible voters taking part in the vote + 1)/2. The vote must be ratified at a quorate meeting of the committee. At least two directors must participate in the vote and all voters must be registered as members of the committee. Committees must have a charter passed by a vote at a meeting of the directors and no committee has the power to change their charter. The charter must define rules for any variation and the quorum required for committee meetings to be valid.

What is a meeting

AoA section 20, restricts meetings to occurring in real-time. It is desirable for votes to be run on-wiki which is not real-time. Consequently, on-wiki votes can not be counted as the proceedings of the directors and resolutions passed by on-wiki votes require ratification at a real-time meeting of the board of trustees. For committees with delegated authority from the board of trustees, the same rules must apply for all votes related to that delegated authority.

Putting a resolution for a vote

Votes are conducted against a proposed resolution. Resolutions may be drafted and proposed by anyone, however all resolutions should be scheduled for a vote by the Secretary and signed by at least one trustee.[2]

The Secretary may defer a resolution if she has any concerns relating to legal issues, whether the proposal is within the scope of the mission of the charity and helps to fulfill that mission or whether it can be realistically implemented. The board of trustees may offer the proposer support to prepare any suitable resolution should it require expert advice or significant research.

A vote of trustees cannot amend the articles.

Committees should name a Secretary with responsibility for ensuring minutes are recorded along with records of voting. Committees should consider recording votes for decisions which directly relate to their authority delegated from the board of trustees, such as changes to an implementation plan against an agreed budget, but decisions made with a show of hands in a committee meeting need not have a named record of the vote unless requested by a member.

Notification and access

No notification is needed for votes proposed in board meeting or committee meetings.

Votes against a written resolution where the vote will be conduced outside of a meeting will default to a period of two weeks unless otherwise directed by the Secretary. The Secretary should take into account known availability of eligible voters and adjust any proposed deadline for voting to ensure eligible voters have appropriate access and opportunity to vote and discuss the resolution.

Consideration must be given for any particular access needs, such as the visibility of presentation materials at meetings or the length and complexity of supporting materials.

Recording a vote

Records of the vote must include:

  • A final summary count of ayes, nays and abstains (or alternate positions available as determined by the resolution).
  • The resolution being voted on, the text being fixed at the time the resolution was presented.
  • The identity of each voter and their vote.
  • Notes made by the voter explaining their position.
  • Discussion, comments, supplementary notes and clarifications during the vote.
  • If a vote that will be later scheduled for ratification, the dates of opening and closing the vote must be recorded.

All records and supporting material for the vote will be considered part of the minutes of the board meeting or committee meeting. Should the minutes be intended to ratify the vote, then the final summary count and a title of the resolution with reference/links to the records will be sufficient.

Public and in-camera

The default process is for votes to be recorded in the public minutes and for the records of the vote, discussion and supporting material to be publicly available in a timely fashion, at the latest to be public before being presented for ratification.

There are exceptional circumstances which require in-camera proceedings. These include legal requirements of confidentiality, respect for personal information of an individual, including staff, and issues that if made public would be likely to create an unnecessary reputational risk for the organization, or damage the charitable mission. Each time they occur, these exceptional circumstances should be positively challenged and assessed against the required values of openness and transparency. Assessing if an unnecessary risk is created by making documents or proceedings public, should take into account if withholding or delaying information is against the public interest, if the risk is appropriately manageable and if the act of withholding information might later be judged by the public or members as misleading or dishonest.

The board of trustees are required to be collectively responsible for decisions made by the board. However it must be recognized that a valuable part of the values of honesty, openness and transparency are to ensure that members and the public can have an insight to how decisions have been reached, and the investment that trustees or committee members have put into researching and deliberating for a wide spectrum of view points with the aim of reaching a consensus. Collective responsibility for Wikimedia UK is not equivalent to the mainly party political concept of 'cabinet responsibility' as trustees may implement the values of openness and transparency by being held to account by members and explaining their personal view point, whilst continuing to respect and support the collective decision reached.

Committees with delegated powers will have all proceedings in public unless exceptionally delegated to have in-camera proceedings for time-limited needs. For example, a committee may investigate and report on potential suppliers of services and evaluate their commercial terms, which in turn may be under a non-disclosure agreement or have been given in confidence.

Amendments and cancellations

Allowable variations

In addition to the default of a simple majority, the following variations are allowed and apply if included in the scheduled resolution being voted on.

Greater than simple majority

There are circumstances where a simple majority is unlikely to be an acceptable demonstration of consensus. The trustees in particular have a duty to comply with the Trustee Code of Conduct and to balance requirements such as "I will participate in collective decision making, accept a majority decision of the board and will not act individually unless specifically authorised to do so" with other requirements of the code such as "They should give reasons for their decisions and restrict information only when the wider interest clearly demands" and "I will do my utmost to prepare fully for all meetings and work for the organisation. This will include reading papers, querying anything I do not understand, thinking through issues before meetings and completing any tasks assigned to me in the agreed time." There needs to be sufficient time and opportunity to reach a positive consensus, and difficult resolutions may require significant research, discussion and in-person debate.

Should any trustee request that a vote is significant enough to require a greater than simple majority vote, this should be considered by the Secretary at the time the resolution is scheduled and itself may need consultation with and/or a meeting of the trustees or committee members if the vote is key to the implementation of the mission of the charity, or is a critical interpretation of the Articles of Association. The Secretary may require that the resolution continues to be rewritten and stays in a draft state under discussion until concerns about the vote process are resolved or an in-person board meeting can more fully address the issues.

Similarly for committees, any member of the committee may request a greater than simple majority vote and the committee secretary should consider and invariably accept such a request.

Resolutions that require greater than simple majority to pass may include restrictions that a fixed ratio of trustees or committee members agree, greater that half of those eligible, such as a 2/3 (two thirds) or 3/4 (three quarters) majority.

Full votes and Veto votes

A full vote is defined for the board of trustees as a vote where all trustees participate, including abstentions. For committees, this is counted as a vote of all members of the committee.

A veto vote is one where any valid 'nay' vote means the resolution is not passed. An example is the co-option of a new trustee where all trustees are required by the Articles of Association to support the co-option.

Secret votes

Though votes by the board of trustees may (exceptionally) be held in camera, there are no secret votes in compliance with the values of openness and transparency.

Votes in committees with delegated authority

Aiming for consensus

Challenges

A vote may be legitimately challenged if a clarification of fact changes the apparent meaning or intent of the resolution. Any eligible voter may consequently request the resolution is withdrawn, rewritten and re-opened on this basis and past votes will be discounted.

Managed interests

Collective responsibility for decisions

Footnotes

  1. AoA 14.3: "The number of Directors shall be not less than three but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum."
  2. Required in AoA 20.13