Procedure for Conducting Business by E-mail

Adopted 11 October 1997

Actions without a meeting may be required when an item of business must be resolved before the next scheduled Board meeting. These procedures are to be followed when conducting business by e-mail.

1. A motion for an action may be made by posting the motion to the Board distribution list. The motion must be seconded by posting the second to the Board distribution list. The Chair will determine if the action can wait for the next scheduled Board meeting. If so. it will be placed on the agenda for that meeting and the Chair shall post a message to the Board distribution list to that affect. If the action cannot wait. the Chair will post a message to the Board distribution list restating the motion, its sponsor and second, and call for discussion and votes. The Secretary shall record the motion, its sponsor and second. All discussion and votes shall be posted to the Board distribution list. The Secretary shall record all votes. No votes will be counted until item 3 is completed. When enough votes have been posted to decide the issue. The Secretary shall post a summary to the Board distribution list. The summary shall include the motion, its sponsor and second, the number of votes in favor, opposed, abstentions, and no responses, the date of the call for votes, and the date of resolution.Board members who have not voted after the issue is resolved may still post their vote to the Board distribution list and the Secretary shall record the vote. Successful motions shall be placed on the agenda for confirmation at the next scheduled Board meeting.

2. The Board distribution list shall contain, but not be limited to: Directors, Officers, Committee Heads, Appointees, and others deemed appropriate for business-level discussions.