Board Decision Making Outside of Regular Meetings

Approved by the Board of Directors 2-8-05
Amended by the Board of Directors 9-25-16

From time to time, matters requiring Board approval are deemed to be too urgent to wait for the next regularly-scheduled Board meeting. Such matters may be handled in either of the following manners:
 
1. The President may call a special meeting of the Board to consider the matter. The usual quorum and voting approval requirements shall apply to such a meeting.
 
2. The President may authorize a vote by email or other written communication.

A. If no Board member objects to holding the vote by email or other written communication, the subject of the vote shall be deemed approved if a majority of the total membership of the Board vote in favor thereof.

B. If two or fewer Board members object to holding the vote by email or other written communication, the vote shall proceed and the subject of the vote shall be deemed approved if two-thirds of the total membership of the Board vote in favor thereof.

C. If three or more Board members object to holding the vote by email or other written communication, the vote shall not proceed, but the subject matter may be taken up at any subsequent face-to-face meeting of the Board.
 
Recording and publishing of the Board’s Decision Making Vote Outside of Regular meetings:
The Secretary of the Board will record the initial vote to authorize a vote by email, then the subsequent vote on the item. The Minutes of this email exchange and vote shall be recorded in the Board’s Meeting Minutes section of the Minutes section of the Website, which is a Members’ only section.