Resolution 2001-09-17.br: Board Meeting Attendance Policy

This resolution was adopted by the Board of Directors of SPI at their meeting of September 17, 2001.

This resolution is superseded by resolution 2006-08-07.dbg.2.iwj.1

September 17th, 2001

Whereas, the viability and sustentation of Software in the Public Interest, Inc., is to a large degree dependent upon attentive and active board members and corporate officers;

Resolved, that the following attendance policy for the Corporate officers of Software in the Public Interest, Inc. ("SPI") shall be enacted and subsequently enforced until amended or repealed:

  1. A meeting for the purposes of this resolution and attendance policy is defined by Article Four of the Corporate Bylaws;

  2. A Board member's attendance status at any meeting must be one of the following: "present", "absent, with regrets", or "absent".

  3. The attendance status of a Board member who participates in a meeting from the time it is called to order until it is adjourned shall be marked as "present" in the official meeting minutes. A Board member who does not participate in a meeting from the time it is called to order until the time it is adjourned shall be marked as "absent" in the official meeting minutes.

  4. A Board member need not be present and participating for the entirety of a meeting, but in the event of any noteworthy periods of absence or inactivity during the meeting, the person presiding over the meeting has the power to make a motion for the member to be marked as "absent, with regrets" or "absent" in the official meeting minutes. Such a motion must be voted on at the meeting. All Board members are eligible to vote, and a simple majority is required to pass the motion.

  5. A Board member shall notify the President or Board of Directors in case said member is unable to be present at the time the meeting is called to order. Such notice must be received by the President or Board of Directors prior to the time said meeting is called to order to be valid, and should explain why the member is unable to attend. Members who have thus given proper advance notice of their absence shall have their attendance marked as "absent, with regrets" in the official meeting minutes.

  6. Each Board member's attendance record shall be accounted for over a period of one year ("accounting period") and shall be counted from the beginning of said member's term of office, or from the end of the previous accounting period, whichever is more recent.

  7. An attendance status of "absent, with regrets" shall count as one-half absence for the purposes of this attendance policy.

  8. Any Board member who accrues two or more consecutive absences (i.e. is marked "absent" in the meeting minutes) or four total absences within the accounting period can be subjected to a motion of removal from the Board of Directors. This motion may be made by any Board member present at the meeting. All Board members are eligible to vote, and a simple majority is required to pass the motion.

  9. If the motion for removal passes, the Board member will be expected to transfer any materials relating to his or her position to the President or President's designee. If the Board member is an officer, a resolution appointing a new person to the position should be passed as soon as possible.

Further resolved, that any sitting Board members at the time this resolution is ratified shall be regarded as beginning their attendance periods as of the date of the ratification of this resolution.