December 6, 2016
1. Meeting Formats:
Executive meetings may be conducted in the following formats:
(i) Standard: most directors attend in person with the potential for any director not present to participate through “Electronic Attendance” (“EA”). EA mechanisms for this purpose include telephone, video (Skype, Facetime and other similar means) in the discretion of the directors from time to time;
(ii) Conference: all directors attend via a single pre-determined EA mechanism of either telephone or video given as above;
(iii) E-mail: all directors attend via a single pre-determined EA mechanism of e-mail.
2. The President or Chair will arrange for the format (as given in 1.) to be used for any meeting to be scheduled, or under the format as requested by the directors from time to time.
3. The following rules shall apply to Board special meetings to be held in the (ii) Conference or (iii) E-mail format :
(i) The President or Chair may arrange the logistics of a meeting by e-mail and call for motions, votes and all other business at that meeting.
(ii) The requirement for a quorum of 5 members for regular business of the Board shall apply.
(iii) Once a director has confirmed their attendance, that director will form part of the quorum if the required quorum has not yet been reached.
(iv) Any business of the Board, except financial matters requiring the spending of more than $500.00 may be transacted in E-mail or Conference format.
(v) The Board shall ratify business conducted by e-mail at the next regular Board meeting, with such to be recorded in the minutes of that meeting.
(vi) In meetings conducted in the E-mail format:
a) all directors must be included in all e-mails pertinent to the meeting;
b) an e-mail response in respect of the meeting confirms a director’s attendance in the meeting;
c) if a call is initiated by any director for a vote, members must vote within 48 hours to be counted;
d) silence after 48 hours on a question by a director who has been confirmed in attendance shall be considered an affirmative vote1;
e) in the interest of expediency, the Chair will announce the result of the vote with regard to the success of failure of a motion, once enough votes have been submitted to make that determination, or after 48 hours, whichever comes first.
Relevant provisions of the Bylaws of SIRRA:
Section 30(a) allows the Board to regulate meetings as they see fit
1. S. 30(b) requires a quorum of 5
2. S. 30(e) states that a Special Meeting shall be held at the request of 2 directors
3. S. 30(g) allows notice of a meeting by telephone, fax or email of one week
4. S. 33(b) says all meetings with a quorum are effective, even if notice is deficient.
5. S. 35(a) says all decisions must be by majority.
6. S. 37 says a resolution in writing signed by all directors is effective.
Rationale: for E-mail and Conference meetings is convenience and efficiency for time-
1 It is convenient for a director who has responded and is part of the quorum to not have to reply to the question to be counted as affirmative. If everyone knows the rules then silence can be considered agreement.
Note that because of 3. (S. 30(g)) above, there’s a wrinkle in the SIRRA bylaws that requires a one-week notice of a meeting being commenced2. Obviously, if the notice period is held effective, it precludes dealing with anything time-sensitive in an E-mail or Conference meeting format. Therefore, the above policy as laid out, can only work with time-efficiency if there is a pre-condition that all SIRRA directors have waived the right to one-week’s notice for an E-mail meeting.
It is proposed, then as part of this policy, that a general waiver of the one-week notice be requested of each director, with the waiver being effective until the next SIRRA AGM. In the first meeting following the AGM, directors would again be requested individually to waive the one-week notice requirement.
Waiver will allow time-sensitive matters to be dealt with as soon as possible, and without the additional overhead of obtaining waivers at the time a meeting is called. Each director can only waive one week notice required by the bylaws for him or herself.
Should any director not agree to waive the one-weeks notice, as proposed above, alternate procedures for waiver (for that director, at least) would have to be invoked at the time a Conference or E-mail meeting is called. Failure to attain waiver from all directors would mean a one-week notice would have to be applied, thereby nullifying the rationale given above for the purpose E-mail and Conference meetings.
Scenario: One director sends around an e-mail raising an urgent issue and requesting a special meeting by email to deal with it. A second director seconds that request. At least five directors respond to provide presence and thereby constituting a meeting with quorum. There is e-mail discussion. Any director calls the question. All directors, including those not part of the original quorum have 48 hours to vote. Non-response from a director having confirmed attendance is considered a 'yes' vote. At the end of 48 hours, or earlier if a majority vote either for or against, has been reached, the Chair announces the result.
2 For comparison, the Saturna Island Fire Protection Society bylaws have no minimum notice requirement.