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Board Rules of Order: Difference between revisions

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Updated Rules of Order - voted on 2018-06-21. See https://wiki.osmfoundation.org/wiki/Board/Minutes/2018-06-21#Vote_on_changes_to_Board.27s_Rules_of_Order
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m (Updated Rules of Order - voted on 2018-06-21. See https://wiki.osmfoundation.org/wiki/Board/Minutes/2018-06-21#Vote_on_changes_to_Board.27s_Rules_of_Order)
 
# The OpenStreetMap Foundation Board has given itself the following set of rules to govern how the Board does its work.
# These rules have been agreed on by the board on 20122018-1106-0421 and will remain in force until they are replaced by a new set of rules, or abolished altogether.
 
==2. Board Duties==
# The board collectively decides on guidelines that govern their work. Board members will respect these guidelines when executing their offices or other board duties. When in doubt, a board decision is called for.
# Board members are expected to:
#*# actively support and further the interests of the OSMF
#*# participate in board meetings and decisions
#*# perform any duties conferred to them by the Articles of Association or the General Assembly
#*# give account of their work to the General Assembly and the members of the Association.
# Board members may be asked to convey board decisions to third parties. In doing so, they have a duty to represent the board's decisions factually.
# Board members may serve in OSMF working groups, but should refrain from chairing them
 
==3. Confidentiality and Transparency==
 
# Board meetings can take place in the form of personal meetings or by voice communication.
# Board meetingsmeeting areparticipation is restricted to board members, but guests can be invited by a board decision. Board meetings are open to silent observation by OSMF members in good standing.
# Agenda items can be placed in a closed session, prior to the meeting by any Board member. Closed session is not open to observation. A short statement about which and why agenda items are in closed session should be minuted. If there is any objection to placing a meeting in closed session, a vote can be called during that meeting to decide.
# Board meetings are chaired by the chairperson of the board. During discussions of any items in which the chairperson is involved, the task of chairing that section of the meeting will be delegated by the chairperson to another board member.
# The quorum is met if at least 50% of board members are present. Board resolutions are carried by a simple majority of the board members present.
# All board decisions taken in a board meeting must be minuted. If votes are taken, the minutes will containlist athe tallyposition oftaken votesby each board member. In addition, it is desirable to also minute the most important points of the discussion preceding a decision.
# When a board member would be influenced by a conflict of interest with respect to a decision, they will recuse themselves from voting.
 
 
# Circular resolutions are board resolutions on time-sensitive issues agreed prior to a board meeting.
# Any board member has the right to request a circular resolution at any time, by emailingthe ameans proposedwhich resolutionelectronic circulars are implemented (currently Loomio) together with a reasoning to the board mailing list. The reasoning should describe why the proposed resolution is in the best interests of OSMF.
# Circulars in general are open for one week, or can be extended to two weeks by request of any board member. Votes are tallied until the conclusion of the circular.
# The proposed resolution is accepted as soon as at least 50% of board members have agreed by making a clear statement to that effect on the board mailing list.
# The proposed resolution concludes under either of these conditions
# After one week, or two weeks with the request of any board member, any non-votes are counted as an abstain.
## Passes as soon as an absolute majority of board members approve
## Passes if at the end of the circular period, an absolute majority of board members participate, and a majority of those approve
## Fails as soon as an absolute majority of board members disapprove
# Any circular not passing may be raised as an agenda item at a board meeting for discussion and vote.
# Circular resolutions will be duly minuted in the minutes of the next board meeting.