Article II, Section 8 of the By-Laws of the Association addresses how policy matters are raised for consideration and how they are decided. It also states:

When possible, decisions shall be made by consensus. Any member may disassociate itself from any policy statement adopted by the Corporation and have its position noted in the minutes of the meeting or noted in the policy statement. No action of the Corporation binds any member to any position or action or limits independent action by any member.

Although there has not been any disagreement to date on whether consensus exists on a position, the Board has discussed this issue in an effort to have an agreed approach should a disagreement ever arise in the future.

After consideration and discussion, the Board recommends that the following definition of and process for determination of consensus be adopted:

"Consensus means substantial agreement has been reached by directly and materially affected interests. This signifies the concurrence of more than a simple majority, but not necessarily unanimity. Consensus requires that all views and objections be considered, and that an effort be made toward their resolution."

In developing this recommended definition, the Board considered but does not recommend that a specific numeric or percentage definition of consensus be used. It is challenging to select an appropriate, exact numerical threshold where the number of members engaged on a particular issue may be small.

The recommended definition requires that all views must be considered-a majority cannot ignore any minority views. The majority is obliged to try to resolve the minority's problem-in other words, to narrow the difference in positions to the extent the majority can still accept. Those are constructive elements that should help to reduce the negative impact of disagreements if they do occur.

The Board felt that because of the nature of the issues the Association addresses and the significant common interests of the members in almost all cases, significant policy disagreements are unlikely. The Board also felt that since most if not all of our members participate in other organizations which use consensus approaches, this standard will be workable even though it is not mathematically precise.

The Board also considered whether a definition of consensus should be added to the By-Laws or be adopted as a policy position. The Board recommends the latter because it is a simpler process and the Association retains greater flexibility to change the definition based on subsequent experience.

This proposal is being sent to all members with a recommendation that they approve this proposal. Please respond to this e-mail with your vote. If we receive no response within the next two weeks, we will interpret that as approval of the proposed definition.