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12.1 Online Meetings — Legal Validity
Any meeting of the Executive, the Community Managers’ Council, or a General Meeting of
members may be held entirely by electronic means, including by video conference,
telephone conference, or any other platform by which all participants are able to
communicate with each other simultaneously and in real time. A meeting held by such
means shall be as valid and legally effective in all respects as a meeting held with all
participants physically present in the same location. No resolution, election, or other decision
taken at a meeting conducted electronically shall be rendered invalid solely by reason of the
fact that participants were not physically co-located.
For the purposes of this Article, a participant is considered to be present at a meeting if they
are connected and able to hear, speak, and (where relevant) vote in real time throughout the
meeting, regardless of their physical location or the platform used. The COO shall take
reasonable steps to ensure that the technology used for electronic meetings is accessible
and reliable, and shall communicate joining details to all participants in accordance with the
notice requirements in Article 12A.
Where a vote at a General Meeting is conducted as a rolling electronic ballot (as provided in
Article 12.7), the ballot itself constitutes the meeting for voting purposes. This is the standard
and preferred method for General Meeting votes given the Community’s international
membership across multiple time zones.
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12.2 Executive Meetings
The Executive shall meet formally at least six times per year. Meetings shall normally be
held by electronic means in accordance with Article 12.1 unless the Executive resolves to
meet in person. The CEO shall chair all Executive meetings. The COO shall keep full written
minutes of all Executive meetings, which shall be circulated to all Executive members within
7 days of the meeting and approved at the subsequent meeting.
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12.2.1 Executive Quorum
A quorum for an Executive meeting shall be three (3) out of the five (5) Executive positions.
Where one or more Executive positions are vacant, the quorum shall adjust proportionally as
follows:
• Five positions filled — quorum is 3
• Four positions filled — quorum is 3
• Three positions filled — quorum is 2
• Two positions filled — quorum is 2
• One position filled — no quorum is possible; co-option required before any business
Co-opted members do not count towards quorum. In all cases the Executive must take
reasonable steps to fill any vacancy by election or co-option at the earliest opportunity.
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12.2.2 Executive Voting
Resolutions of the Executive shall be passed by a simple majority of those present and
voting at a quorate meeting. The CEO shall have a casting vote in the event of an equal
division of votes. No Executive officer shall vote on any matter in which they have a declared
conflict of interest.
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12.3.1 General Power
The Executive may pass any resolution that could lawfully be passed at a quorate Executive
meeting by means of a written resolution, without the need to convene a meeting, provided
the procedures set out in this Article are followed. A written resolution passed in accordance
with this Article shall have the same force and effect in all respects as a resolution passed at
a quorate Executive meeting and shall be recorded as such in the Community’s official
minutes.
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12.3.2 Who May Propose
A written resolution may be proposed by any Executive officer. The proposing officer shall
submit the resolution in writing to the COO (or, where the COO is the proposing officer, to
the CEO), together with:
• The full text of the proposed resolution, stated precisely and unambiguously;
• A short explanatory note setting out the reason for the resolution and relevant
background information sufficient for each Executive member to make an informed
decision;
• Any supporting documents or materials relevant to the decision;
• A clear statement of the deadline by which responses are required, calculated in
accordance with Article 12.3.4.
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12.3.3 Circulation
Upon receipt of a valid proposed written resolution, the COO (or CEO, as applicable) shall
circulate it promptly to all Executive members then in office by email or other electronic
means in accordance with Article 12A. The circulated resolution shall include all materials
submitted by the proposer and shall clearly state the voting deadline. ‘All Executive
members then in office’ means all currently serving elected officers; vacant positions and co-
opted DSOs are not counted.
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12.3.4 Response Period
The standard response period for a written resolution shall be not less than 48 hours from
the time of circulation. The response period may be shortened to a minimum of 4 hours only
where:
• The matter is genuinely urgent and delay would be materially detrimental to the
Community; and
• The CEO and at least one other Executive officer agree in writing that a shortened
period is warranted before the resolution is circulated.
The response period may be extended at the discretion of the COO, who shall notify all
Executive members of any extension promptly.
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12.3.5 Voting
Each Executive member shall respond to the COO (or CEO) within the response period with
one of the following:
• For — the member approves the resolution;
• Against — the member opposes the resolution (reasons are encouraged but not
mandatory);
• Abstain — the member does not wish to vote;
• Defer — the member requests that the matter be considered at a meeting rather than
by written resolution, with brief reasons.
A member who does not respond within the response period shall be recorded as
abstaining. A member may change their vote at any time before the response period closes
by notifying the COO in writing. No Executive member may vote on any written resolution in
respect of which they have a declared conflict of interest.
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12.3.6 Passing Threshold
A written resolution is passed when it has been approved by a simple majority of the
Executive members then in office, calculated on the basis of those who voted For or Against
(abstentions are not counted in the denominator). The CEO’s casting vote applies in the event of an equal division between For and Against votes, in the same manner as at an
Executive meeting.
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12.3.7 Effect of a Defer Request
Where one or more Executive members indicate Defer under Article 12.3.5, the COO shall
present the deferral request to the full Executive as soon as practicable. The written
resolution process shall be suspended and the matter shall proceed to a meeting only if a
majority of the Executive agree that deferral is appropriate. If a majority of the Executive do
not agree that deferral is warranted, the written resolution process shall continue with the
deferring member(s) recorded as abstaining.
Where deferral is agreed by majority, the COO shall schedule the matter for consideration at
the next Executive meeting, or at an extraordinary meeting convened for the purpose if the
matter is time-sensitive. A Defer response does not constitute a vote Against the resolution;
the deferring member may vote in any direction when the matter is considered at a meeting.
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12.3.8 Matters Excluded from Written Resolution
The following matters may not be determined by written resolution and must be considered
at a properly convened meeting of the relevant body:
• Any matter that this Constitution expressly requires to be decided by a vote of
members at a General Meeting;
• Removal of an Executive officer under Article 17;
• Co-option of a new Executive member under Article 8.3 (though a written resolution
may ratify a co-option agreed in principle at a meeting);
• Adoption of, or material amendment to, the Financial Controls Policy under Article
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13.5;
• Any matter in respect of which a valid Defer request has been agreed by the
Executive under Article 12.3.7.
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12.3.9 Recording and the Written Resolutions Register
The COO shall maintain a Written Resolutions Register, which shall form part of the
Community’s official minutes and shall be available to all Executive members at all times.
The Register shall record for each written resolution:
• The date of circulation and the response deadline;
• The full text of the resolution as circulated;
• The name of the proposing officer;
• The response of each Executive member (For, Against, Abstain, Defer, or No
Response);
• The result (passed, failed, or deferred) and the date of that result;
• Where a shortened response period was invoked, the basis for doing so.
A summary of all written resolutions passed since the previous General Meeting shall be
reported to members at the next Annual General Meeting.
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12.3.10 Communication of Outcome
Once a written resolution has been determined, the COO shall notify all Executive members
of the outcome in writing within 24 hours of the response period closing. Where the
resolution authorises an action to be taken, the notification shall confirm which officer is
responsible for implementing it and within what timeframe.
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12.4 Annual General Meeting (AGM)
The Community shall hold an Annual General Meeting of all members within six months of
the end of each financial year (i.e. by 30 September each year). The AGM shall normally be
conducted by electronic means in accordance with Article 12.1. Notice of the AGM shall be
given to all members at least 28 days before the meeting, in accordance with Article 12A.
The business of the AGM shall include:
• A report from the CEO on the Community’s activities during the year;
• Presentation of the Community’s annual financial statements by the CFO;
• Any elections or appointments required;
• Any resolutions submitted by the Executive or by members in accordance with Article
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12.6;
• Questions from members.
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12.5 Special General Meetings (SGM)
A Special General Meeting may be called by:
• A resolution of the Executive;
• A written request submitted to the COO and signed (including by electronic signature
or email confirmation) by at least 10% of the membership (or 50 members, whichever
is the lower), setting out the business to be transacted.
An SGM shall be held within 28 days of the trigger event. Notice of at least 14 days shall be
given to all members in accordance with Article 12A. Only the business stated in the notice
shall be transacted at an SGM.
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12.6 Member Resolutions
Any member or group of members wishing to propose a resolution at a General Meeting
must submit it in writing to the COO at least 21 days before the meeting. The Executive shall
include all validly submitted member resolutions on the agenda of the relevant General
Meeting. The Executive may only exclude a proposed resolution on the following objective
grounds:
• The resolution is legally invalid, unlawful, or would require the Community to act
contrary to applicable law;
• The resolution conflicts with or would purport to amend the Founding Principles in a
manner not permitted by Article 4;
• The resolution does not comply with the procedural requirements of this Article (e.g.
submitted out of time, insufficiently specific, or not signed by the proposing
member(s));
• The resolution concerns a matter exclusively within the authority of the Executive
under this Constitution and does not require a member vote.
Where the Executive excludes a proposed resolution, it must notify the proposing member(s)
in writing within 7 days of the submission deadline, stating the specific ground(s) for
exclusion. The proposing member(s) may resubmit the resolution in a corrected form before
the notice of the General Meeting is issued.
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12.7 Quorum for General Meetings
A quorum for a General Meeting shall be 25 members or 5% of the total membership in good
standing (whichever is the lower). Given the international and online nature of the
Community, voting at General Meetings shall normally be conducted by electronic rolling
ballot over a period of not less than 7 days, to allow meaningful participation across all time
zones. The quorum requirement is met if the requisite number of valid votes are cast during
the ballot period.
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12.7.1 Failure to Reach Quorum
If quorum is not reached at a General Meeting, the meeting shall be deemed inquorate and
shall be adjourned. The adjourned meeting shall be reconvened on a date set by the
Executive, not less than 7 days and not more than 21 days after the original meeting date.
Notice of the adjourned meeting shall be given to all members within 3 days of the original
meeting being declared inquorate. At the adjourned meeting, the quorum requirement shall
be waived and the meeting shall proceed regardless of the number of members
participating. The notice for the adjourned meeting shall state clearly that it will proceed
without a quorum requirement.
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12.7.2 Quorum and Vacancies
The total membership figure used to calculate the 5% quorum threshold shall be the number
of members on the register as at the date the notice of the meeting was sent. Suspended
members shall not be counted towards this figure.
