FHISO Board Action by Written Consent on 16 March 2017

On 16 March 2017 after that day’s Board Meeting, the Board resolved the following by written consent without a Board Meeting, per Bylaw 9.13:

  1. Amendment of the Bylaws. Richard Smith proposed motions (A) to remove references to the Membership Standing Committee (MSC) from the Bylaws; (B) to rename the Technical Standing Committee officers to be consistent with the newly renamed Membership Coordinators; and (C) to make various other minor editorial changes to the Bylaws. Richard explained that this was not a proposal to abolish the MSC, but rather to leave it as a Board Committee (per Bylaw 10.5) so that the Board could alter its governance structure without further changes to the Bylaws.
    Written consent was received for all three motions from Richard Smith, Andy Hatchett, Luther Tychonievich and Tony Proctor. All three motions passed.
  2. Appeals Process Policy. Richard Smith circulated a revised Appeals Process Policy including the changes discussed in the earlier Board Meeting, and proposed its adoption as the official FHISO policy required by Bylaw 18.
    Written consent was received from Richard Smith, Luther Tychonievich, Tony Proctor and Andy Hatchett. Adopted.

Note that because Greg Lamberson and Brett McPhee are on sabbatical, the quorum is four (being three-fifths of six, rounded up), which is also the number needed for action by written consent.

Motion A: to remove the Membership Standing Committee from the Bylaws

  1. In the prologue to article 10, replace “two Standing Committees” with “one Standing Committee”, and delete “and Membership Standing Committee”.
  2. Delete §10.3, including §10.3.1 and §10.3.2.
  3. In §4.2, replace “and it establishes the framework of other membership goals and policies which are more specifically developed by the Membership Standing Committee under the direction of the Board” with “and may establish other membership goals and policies”.
  4. In §8.1, §8.3, §8.5.1, §10.2.1 replace “Membership Standing Committee Coordinator” with “Membership Coordinator”, and “Membership Standing Committee Co-coordinator” with “Membership Co-coordinator”.
  5. Replace §8.3(g) and §8.3(h) with the following:
    1. Membership Coordinator. The Membership Coordinator is responsible for working to ensure, to the extent possible, the membership of FHISO represents all international stakeholders, provides a full range of standardisation and technical expertise, and works to achieve FHISO’s other substantial membership goals as expressed by the Board. The Membership Coordinator shall maintain the FHISO membership list, and administer the FHISO Code of Conduct. The Membership Coordinator also assists the Technical Standing Committee in selecting members for technical work, and in monitoring and, as practical, arranging support for the implementation of FHISO standards.
    2. Membership Co-coordinator. The Membership Co-coordinator shall assist the Membership Coordinator in the latter’s duties and responsibilities.
  6. In §8.4, replace “serving as Chair and Vice-chair” with “serving in
    the following pairs of roles”, and append the following list:

    1. Chair and Vice-chair;
    2. Technical Standing Committee Coordinator and Technical Standing Committee Co-coordinator;
    3. Membership Coordinator and Membership Co-coordinator.
  7. Delete the final paragraph of §10.2.2.

Motion B: to rename the Technical Standing Committee officers

  1. In §8.1, §8.3, §8.4, §8.5.1, and the headings of §10.2.1 and §10.2.2, as amended by Motion A, replace “Technical Standing Committee Coordinator” with “Technical Coordinator”, and “Technical Standing Committee Co-coordinator” with “Technical Co-coordinator”.
  2. Replace §8.3(e) and §8.3(f) with the following:
    1. Technical Coordinator. The duties of the Technical Coordinator are listed in Section 10.2.1 of these Bylaws.
    2. Technical Co-coordinator. The duties of the Technical Co-coordinator are listed in Section 10.2.2 of these Bylaws.

Motion C: to make various other minor editorial changes to the Bylaws

  1. In §8.2(a), replace “The Chair is a Voting Member of the Board of Directors and serves as its chair” with “The Chair serves as chair of the Board of Directors and presides over meetings”. In §8.2(b), delete “is a member of the Board of Directors, with vote, and”. In §8.2(c), delete “The Treasurer is a member of the Board of Directors, with vote”. In §8.2(d), delete “a member of the Board of Directors, with vote, and”.
  2. In §9.3, append the sentence “All members of the Board shall have an
    equal vote.”
  3. In §8.5.1, split item (b) so that the text from “In the event of a vacancy in the position of Membership” onwards becomes a new item (c).
  4. In §8.5.1 (as amended by this motion), delete the final sentence from each paragraph. In §8.6, delete the final sentence.