CHAPTER 5 VOTING PROCEDURES
I Voting Procedures within the General Board and Executive Committee
63. All resolutions shall be passed when a majority of more than 50 % of the members is present or represented and by an absolute majority of the votes cast, unless a larger majority is prescribed by these articles.
64. Voting shall be oral. Voting by acclamation shall be allowed, if none of the persons holding the right to vote raise objection thereto. The chairperson shall determine the way of voting on the understanding that voting concerning the appointment, suspension and removal of persons from office shall be by secret ballot, if prescribed by these By-laws or if one of the persons holding the right to vote shall so demand.
65. If one of the holders of voting rights desires a secret ballot, the chairperson shall determine the manner of voting.
66. The ruling pronounced by the chairperson at a meeting of the Executive Committee or the General Board of the Foundation in respect of the outcome of a vote shall be decisive. The same shall apply to the contents of a resolution passed, to the extent that the vote related to a proposal is not made in writing. [Dutch Civil Code 2:13 subsection 3]
67. If, immediately after the ruling pronounced by the chairperson, its correctness is contested, another vote shall be taken if so desired by the majority at the meeting or, if the original vote was not taken per capita or on a poll, by someone present who was entitled to vote. As a result of such new vote the legal consequences of the original vote shall lapse. [Dutch Civil Code 2:13 subsection 4]
68. In voting concerning the appointment of persons in case there are more candidates for the position(s) and contrary to the rule of art 63 regarding the requirement of an absolute majority of the votes cast, each member shall name as many persons as seats on a ballot paper in order of preference; the order of appearance on the ballot paper does not imply any preference. The candidate(s) with most votes is/are appointed. If as a result of equality of votes there are still more candidates than seats a second or further vote shall be taken for the remaining seat(s) between the candidates with equal votes.
69. If there is a tie in voting on other matters than the appointment of persons, the President has the casting vote.
70. The ExCom and the General Board may pass all resolutions they are empowered to pass at a meeting without holding a meeting. Without holding a meeting, a resolution may be passed only with respect to proposals of which the members of the ExCom and the General Board have previously been notified in writing, by telefax or e-mail, have cast their votes in writing, by telefax or e-mail and have declared in favour of the proposal concerned.
72. Each member of the ExCom will have one (1) vote in the ExCom.
73. A vote may only take place with regard to items that are on the agenda. If a secret ballot takes place, the President will appoint two members of the Board as tellers. The tellers will be responsible for the count of vote and to inform the General Board of the result.
74. All members of the General Board may vote on every item that qualifies for a vote.
75. A vote by Email by General Board members may be taken by the Secretariat. The Executive Committee must give authority for a vote by Email. The vote is taken by way of a form that is attached to these By-laws as Annex 1. The form has to be signed and sent back by E-mail as a PDF or similar format to the secretariat, normally allowing a week by 6 P.M. unless circumstances make a quicker response necessary which response period is to the sole question of the President. The signed original of the form has to be registered at the secretariat within six months after the voting procedure has started.
II E-mail procedures
76. E-mails fall into one of three categories:
All e-mails should indicate which category they fall into.
78. Any response to an e-mail should also go to the other addressees in order to ensure that everybody is informed of the issues and able to participate in the debate and decision making process.