User:Fæ/Draft supplementary rules for voting: Difference between revisions
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===Counting votes=== | ===Counting votes=== | ||
====Board meetings==== | ====Board meetings==== | ||
For votes presented or ratified at meetings of the Directors, the number of votes supporting a resolution must be equal to, or greater than, the quorum required at the time the vote | For votes presented or ratified at meetings of the Directors, 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 director leave the board during the vote, the required quorum is not recalculated though should a director join the board during the vote, the vote must be re-opened and a new quorum calculated from that date, to provide the new director the opportunity to discuss the resolution and vote on it. | ||
====Committee meetings==== | ====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. | 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. | ||
Revision as of 13:24, 25 November 2012
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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. Fæ (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.
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.
| 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 Directors, 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 director leave the board during the vote, the required quorum is not recalculated though should a director join the board during the vote, the vote must be re-opened and a new quorum calculated from that date, to provide the new director 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 counts as 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 Directors.
Per AoA section
Putting a resolution for a vote
Legal, mission aligned, realistic, supporting advice and professional advice. A vote of trustees cannot amend the articles.
Notification
Access
Recording a vote
Records of the vote must include:
- The resolution being voted on, the text being fixed at the time the resolution was presented
- The identity of each voter and their vote
- A final summary count of ayes, nays and abstains (or alternate positions available as determined by the resolution)
- Notes made by the voter explaining their position
- Discussion, comments, supplementary notes and clarifications during the vote
Public and in-camera
Amendments and cancellations Variations Greater than simple majority Veto 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 responsiblity for decisions To amend the supplementary rules a vote of trustees with a 2/3 majority is required.
Footnotes
- ↑ 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."