Board Meeting Policy
ARTICLE I - PURPOSE AND SCOPE
1. Purpose. The purpose of this Board Meeting Policy ("Policy") is to describe the procedures used by the Board of Directors of Wikimedia District of Columbia (the "Board") to conduct its meetings.
2. Scope. This Policy shall apply to all public meetings of the Board. It shall not apply to any meeting of the Board that is called exclusively as an Executive Session.
ARTICLE II - SCHEDULE
1. Regular Meetings. The Board shall hold a regular meeting once every two (2) months, with the first meeting of each fiscal year taking place in the first month of said fiscal year; provided, however, that any regular meeting may be postponed to the following month if necessary.
2. Time and Place of Meetings. The President shall be responsible for determining the time and place of each regular meeting of the Board, and shall announce said time and place no later than four (4) weeks prior to each meeting. Prior to determining the time and place of the meeting, the President shall consult with the Board, and shall employ all reasonable efforts to select a time that is mutually acceptable to all Directors.
3. Special Meetings. The Board shall hold such special meetings as may be called by the President, at such time and place as the President may determine; provided, however, that the President shall not call such meetings unless urgent business is required to be transacted by the Board.
ARTICLE III - ORDER OF BUSINESS
1. Standing Order of Business. The standing order of business at regular meetings of the Board shall be as follows:
- (a) Approval of the minutes of the previous meeting
- (b) Report from the Executive Committee
- (c) Reports from other standing and special committees
- (d) Scheduled business
- (e) Open discussion
2. Specific Order of Business. The Executive Committee shall prepare a specific order of business for each regular meeting of the Board, which shall not be inconsistent with the standing order of business, and which shall be distributed to the Board no later than two (2) weeks prior to said meeting.
3. Scheduled Business. The scheduled business at each regular meeting of the Board shall consist of such items of unfinished business as may have been postponed from a prior meeting, and such items of new business as may have been prepared in advance for consideration at the meeting. The Executive Committee shall be responsible for ensuring that all scheduled business is ready to be presented to the Board for consideration at least two (2) weeks prior to each meeting, and no item shall be entered as scheduled business unless the Executive Committee deems it ready for such consideration.
4. Open Discussion. The open discussion at each regular meeting of the Board shall be an unstructured period for discussion of any matter relevant to the business or mission of Wikimedia District of Columbia as may be brought forward by any Officer or Director of Wikimedia District of Columbia; or by any standing, special, or advisory committee thereof; or by any guest present at the meeting. No substantive business shall be transacted during the open discussion except by the agreement of a majority of those Directors present and voting, and Directors are expected to refrain from proposing such business except in urgent circumstances.
ARTICLE IV - GUESTS
1. Presence of Guests. Except as otherwise provided by this Policy, all meetings of the Board shall be open to members of the general public. Any person other than a Director or Officer of Wikimedia District of Columbia who is present at a meeting of the Board shall be considered a "guest" for the purposes of this Policy.
2. Guest Conduct. Guests present at a meeting shall conduct themselves with appropriate decorum, and shall not engage in any behavior that disrupts or interferes with the meeting. The presiding officer may require a guest who engages in inappropriate conduct to leave the meeting.
3. Guest Participation. Any guest who desires to speak during a meeting shall draw the attention of the President, or of such other person as may be presiding over the meeting, and shall wait to be recognized prior to speaking. Guests shall not interrupt other speakers, nor interject in discussion unless they have been recognized. When speaking, guests shall keep their remarks brief and pertinent to the topic under discussion.
ARTICLE V - EXECUTIVE SESSIONS
1. Matters Requiring an Executive Session. The following matters shall only be discussed in executive session:
- (a) Personnel matters, which shall include, but not be limited to, the hiring, firing, promotion, compensation, and performance of staff; appointments to and removal of members from standing, special, and advisory committees; and any other appointment of specific individuals to particular positions or roles.
- (b) Matters related to ongoing or potential litigation involving Wikimedia District of Columbia.
- (c) Matters subject to a confidentiality agreement binding on Wikimedia District of Columbia.
2. Discretionary Executive Sessions. Any matter not required to be discussed in executive session shall be discussed in such session upon the request of any Director of Wikimedia District of Columbia.
3. Resolutions Arising From Executive Sessions. To the greatest extent possible, any resolution arising from a matter discussed in an executive session shall be voted upon in open session, so as to facilitate the recording and publication of complete Minutes of the associated meeting.
4. Guests and Executive Sessions. Any guests present at a meeting shall be required to leave the meeting upon the commencement of an executive session, and shall not return to the meeting until the conclusion of said session.
5. Scheduling of Executive Sessions. To the greatest extent possible, all matters which are to be discussed in executive session at a particular meeting shall be postponed to a single executive session comprising the last portion of the meeting, so as to minimize the impact of such sessions on any guests present at the meeting.