PD-BOD-0003 Action Without Meeting
PD-BOD-0003
- 1. Board of Directors
- a. Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice.
- b. To conduct this process a director shall:
- i. Distribute a written proposal by placing it on the agreed to internet platform for review, debate, and vote by all directors.
- ii. A motion and a second must be obtained to open debate or the proposal fails.
- iii. A minimum of one week of recorded debate must transpire before a vote can be called.
- iv. The Secretary shall record the vote and save all communications in regards to the proposal.
- c. A unanimous vote must occur for the motion to pass.
- d. All actions taken in this fashion will be publicly reported by the board, acknowledged at the next regular meeting, and made part of that meeting’s minutes.
- 2. Committees
- a. All committees may choose to use the following ‘Ongoing Meeting’ methodology to address written proposals in between regular meetings.
- b. To open an Ongoing Meeting a committee member will distribute a written proposal placed on the agreed upon internet platform for review, debate, and vote by the committee.
- c. The Ongoing Meeting will then be closed right before the next regularly scheduled meeting.
- d. All actions addressed during that time will be considered one meeting. Any actions unfinished before the next regularly scheduled meeting will be addressed during that meeting.
- e. The approval of all proposals will use the following steps to be considered official:
- i. The initial proposal must be made available/distributed to all members (including ex officio committee members)
- ii. A motion and a second must be obtained to open debate or the proposal fails.
- iii. A minimum of one week of recorded debate must transpire before a vote can be called.
- iv. Voting must remain open until all qualified votes are recorded, or one week, whichever comes first.
- v. A majority of all voting committee members is required for passage, unless otherwise defined elsewhere.
- f. If all of the foregoing steps are met, and the majority of the committee votes in the affirmative, the proposal will be considered approved as of the close of the voting period.
- g. All actions taken in this fashion will be recorded as a single set of minutes, maintained by the committee secretary.
- h. The minutes will be presented at the start of the next regular meeting of the committee for approval, as with any other set of meeting minutes.
- i. A copy of the minutes will be transmitted to the Board Secretary and published after the conclusion of the meeting.
Record of Changes
Amendments may, from time to time, be proposed to, or by, the Board of Directors. Any amendments will be considered and voted on as necessary. All amendments that have been passed will be noted below.
| Effective Date | Subject | Proposed By |
|---|---|---|
| 02 March 2025 | Initial Approval | Board of Directors |
| 02 March 2025 | Changing 2 e iv to allow voting to close when all votes are cast or after one week | Steering Committee |