Policy C02 - Board Action by E-mail

Purpose

As specified in Article III Section 4 of the SFL Bylaws, any action required or permitted to be taken at any Board meeting may be taken without a meeting based on a poll, to be confirmed in writing, of all voting members. This policy establishes the procedures to be followed when action is to be taken based on an e-mail poll of members. This policy is to be used only when other means of board discussion and action are impractical.

Policy

It is in the best interests of Ski for Light for the Board to be able to act quickly when necessary on important matters, rather than waiting for the next meeting of the Board. In such situations, the President may initiate an e-mail process via the SFL listserv that:

• presents the matter to the Board,
• allows to the extent possible the type of dialogue and interchange of ideas among Board members that would take place during a Board meeting, and
• requests and obtains Board action on the matter.

The vehicle for this process will be the SFL-Board listserv, with all e-mail messages and replies going to the entire membership of the Board. The procedure for e-mail action by the Board will be:

• The President may initiate the process for e-mail action by the Board by recognizing, with an e-mail message to the Board, a given Board member to make a motion on a specific topic.
• The recognized Board member will send to the Board the motion, plus background information and rationale for the motion.
• Once the motion is seconded, the president will restate the motion and indicate the start of a five-day discussion period. In the same message, the President will issue a quorum call, asking each member to confirm their receipt of his/her message to the Secretary.
• During the discussion period any Board member may make comments or ask questions about the motion, with an open dialogue among members encouraged.
• At the end of four days, the Secretary will contact any members who have not responded to the quorum call to inform them of the proceedings.
• At the end of five days, the President will close the discussion period, restate the motion, and call for a vote by Board members, giving members five days in which to submit their votes.
• To be valid, a member's vote must go to the Board listserv, not to just the President.
• After the voting period has ended, or all eligible members have voted if this occurs first, the President will close the voting and ask the Secretary to tabulate the results of the vote. A majority of all eligible voters must submit votes for the vote to be valid.
• The president will announce the results of the vote and specify the next steps to be taken.
• The secretary will incorporate the motion and voting results into the minutes of the next meeting of the board.

If, at any time during the e-mail process described above, seven or more Board members request a Special Meeting of the Board, as permitted by Article III Section 2 of the SFL Bylaws, for the purpose of discussing and acting on the proposed motion, the President will immediately suspend the e-mail process and schedule a Special Meeting for the requested purpose.

October 10, 2023