User:Fæ/Draft supplementary rules for voting

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.

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	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.

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

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.