The Board carries out its activities in accordance with the Organization’s Charter and these Regulations. The Board and its members must act exclusively in the interests of the Organization, if this does not contradict the Charter of the Organization or current legislation.
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The Order of Meeting, Place and Formation of the Agenda of the Board Meetings
The Secretary of the Board is responsible for organizing Board meetings. In the event that the Secretary has not yet been elected, the Organization’s employees and contractors undertake the organization of the first meeting of the Board.
The regular meeting of the Board meets at least once a quarter. The place and time of the regular meeting of the Management Board is determined by mutual agreement of the members of the Management Board.
The meeting of the Management Board can be held in person or by means of communication (exchange of letters, etc. or other mutually acceptable methods) with the consent of the majority of the members of the Management Board.
The agenda of the regular meeting of the Board, the place, date and time of the meeting are published in the newsletter of the members of the Board and in the newsletter of the Organization no later than a day before the appointed date of the regular meeting.
Formation of the agenda of the Board meeting is carried out by the members of the Board. The member of the Board, who initiates the inclusion of the issue on the agenda, offers his draft decision on this issue.
Board members must be present at the meeting. With the consent of the majority of the members of the Management Board, persons invited by the Management Board or who have addressed the Management Board with a corresponding request may be present and/or participate in the discussion. The board may limit the presence of such persons only to the period of discussion and/or voting on a separate issue.
An extraordinary meeting of the Board may be initiated by a member of the Board. The initiator of the extraordinary meeting is obliged to notify each member of the Management Board about the reasons and the approximate date and place of the extraordinary meeting, as well as to agree on the time of its holding. The procedure for making decisions during an extraordinary meeting is carried out.
The Procedure for Conducting the Meeting and Making Decisions
Board meetings are held in accordance with the agenda and can be hosted using board room software. You can read more about it on the site https://www.designer-daily.com/boardroom-software-what-is-it-130484. The chairperson of the meetings is the chairman of the Board, and in his absence, the deputy chairman. In the absence of the chairman and the deputy/deputies of the chairman of the Board, the chairman of the meeting is determined by the members of the Board present. The meeting of the Management Board is valid if more than half of the members of the Management Board are present.
The form of voting must be announced before the start of voting.
The draft decision on the organization’s website can be submitted by members of the Organization.
Submission of any projects to the site by members of the Organization who are not members of the Board or employees and contractors of the Organization is carried out only after a preliminary discussion (in the newsletter of the members of the Organization).
Draft decisions on joining the Organization are considered after receiving a written application for joining and after a preliminary discussion on the Organization’s website, which lasts at least a week.
The decision-making procedure of the Board has face-to-face (offline) and absentee (online) forms.
The in-person form provides for the personal participation of a member of the Management Board in voting during a regular or extraordinary meeting. Voting on an issue included in the agenda cannot begin until the discussion of the previous issue by the members of the Board is over.
Absentee decision-making is implemented by voting on the Organization’s website on the page of draft decisions of the Board. The answer must contain one of the following wordings: “For”, “Against”, “Abstain”. A person who is a member of the Board can motivate his decision.
The procedure for making decisions in absentia provides for the publication of a draft decision, its submission to a vote, and mandatory publication in the Board’s newsletter.
The decision of the Board is considered adopted if more than 50% of the members of the Board voted for it within 2 to 30 days from the date of publication of the project on the website. If within 31 days from the date of publication of the draft decision on the website, it does not receive the votes of more than 50% of the members of the Board, the draft is considered not adopted.
In case of extreme necessity, voting for the decision of the Board in absentia and its publication can be done earlier than provided for in clause 3.10, which must be notified to the Organization’s mailing list.
Decisions of the Board are issued in the following order:
The adopted decision is published on the website in the appropriate namespace with the title in the following format: “XX/YYYY from DD MM YYYY”, where XX is the number of the decision in the current year, YYYY, DD, MM – the year, day and month (written in full) of adoption in accordance.
The decision is published on the main page:
- full wording;
- voting results (for, against, abstained, did not vote);
- acceptance date and place (for online decisions, the city of kyiv is indicated);
- relevant categories.
After decisions are made online, the discussion section of the corresponding decision with its name is transferred to the decision discussion page, placed in the “closed” template and not edited. Also, this page is included in the general page “Wikimedia:Archive of draft decisions of the Board”
Minutes of the Meeting
The Secretary of the Board keeps the minutes of the Board meeting. In the absence of the Secretary of the Board, his duties for the period of the meeting are assigned to one of the present members of the Board or employees or contractors of the Organization.
The draft protocol must be sent to the Chairman, members of the Management Board and members of the Audit Commission within three calendar days after the meeting of the Management Board.
The minutes of the meeting must include:
- place and time of its implementation;
- a complete list of those present;
- chairman and secretary;
- questions put to the vote;
- the results of voting on each question, and in the case of secret voting, the list of voters and the results;
- decisions made.
The Chairman and the Secretary of the Board meeting are responsible for the completeness and correctness of the minutes. The publication of the protocol on the Organization’s website has the validity of a signed copy.
Each member of the Board has the right to add his or her own opinion to the minutes.
The Procedure for Informing About the Decision of the Board
The decisions of the Board must be published on the official website of the Organization within three working days from the day of their adoption.
The minutes of the Board meeting are published on the official website of the Organization.