[FINOS] Quorum, Voting, and Active Participation

[Rob Underwood]

FINOS Community,

We've received a few questions recently from different FINOS programs about requirements around quorum at program, project, and working group meetings in regards to votes (note: not to be confused with the quorum definition for FINOS board and member meetings, as defined in our bylaws). 

I wanted to use the opportunity to highlight the relevant guidelines and policy.

• The "Running Good Meetings" page in the Community Handbook states (see italics; bold is added emphasis):
  
  "If any item on the agenda requires a decision by the group, hold a vote. Consult the Program Operations Policy for any program-specific voting rules. If the program uses the default POP, you can follow the Foundation's recommended voting procedure.
  
  "The default POP does not require a particular quorum for voting at working group meetings. However, if a meeting is lightly attended, consider holding any votes that are discussed via email after circulating the meeting minutes, to give everyone an opportunity to participate."
  
  
• Note that most programs use the standard FINOS Program Operations Policy (the "default"), though several programs, such as Symphony, FDC3, and Hadouken use custom Program Operations Policies which are available on the top pages of those programs' respective wikis. 
  
  
• From the "Decision Making" page in the Community Handbook:
  
  "Currently the Foundation does not mandate a minimum quorum for consensus to be considered legitimate, but a minimum threshold may be introduced at a later date if this proves to be problematic."
  
  "To pass a resolution requires an absolute majority (greater than 50%) of the non-abstaining responses to be 'in favor'.  There is no quorum (minimum number of responses) requirement, although this may change at a later date if it proves to be problematic.  For PMC votes only, a tied vote results in the Program Liaison (note: Rob U) casting the deciding vote."
  
  
• The Active Participation Policy, ratified by the board last October, provides additional guidance and policy direction for programs around criteria that may be applied to contested votes, whether they are done in a meeting or by email. For example, a working group may want to limit voting on a technical proposal under deliberation to those participants in the working group that have been actively involved to date in the working group, per the definition in the Active Participant policy. Note that the foundation's strong preference is always towards governance by consensus so it's our hope that challenged votes will rarely if ever happen; the Active Participation policy, at least for voting purposes, is intended to represent a backstop to provide objective criteria only if/as needed.

Don't hesitate to reach out to either Aaron Williamson, our head of Governance, and/or myself with any questions.

Thanks,

Rob

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Rob Underwood | SVP, Director of Programs | FINOS

 +1 (917) 754-3900 |  rob.un...@finos.org

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