The Board of Directors of The Augustan Society, Inc., is created by the By-Laws, which charge the Board with the governance of the Society.
The Board is normally composed of seven Directors, elected annually by the membership to staggered three-year terms. By a 4/5 vote, the Board may change the number of seats. Added seats may be permanent or ad hoc, expiring with the next election cycle. When the number of seats is reduced, reduction in the size of the Board is made only by attrition. Directors may continue to serve their full term, and incumbent Directors may stand for re-election, extending their term.
To stand for Election and to be seated as a Director, one must be a Member in Good Standing. However, failing to retain "good standing" will not cause a Director to be removed. Note that Good Standing is required to stand for re-election.
While the Board may create an ad hoc committee consisting of Directors (and others, ex officio), they may not select committee chairmen or committee members. The former are appointed by the President, the latter by the respective committee chairmen.
Exceptions to the above occur when the President lacks full confidence in a committee chairman, in which case he may reserve the right to confirm appointments by an explicit condition of his appointment.
The Assistant Secretary will receive motions, resolutions, newsworthy items, and suggestions up to ten calendar days before the date of each called meeting of the Board, and assemble them into a draft Agenda.
Should the President so request, draft Agendae will be submitted to him for review and possible amendment before it is sent to the Directors. The President will reply with such additions, deletions, and changes as he feels necessary and appropriate, save that motions and resolutions submitted by other Directors in writing will remain. (Though they may have amendments suggested.)
The Assistant Secretary will send the final Agenda to all Directors not later than seven days before the scheduled meeting, and preferably earlier.
Most Directors will receive the Agenda by email (read receipt requested). Those offline, or who have asked for hard copy, may receive it by fax or mail as well.
Minutes will be taken of every meeting. Officially this is the responsibility of the Secretary, but is usually delegated to the Assistant Secretary. In their absence, the Chair must appoint someone (Board member or not) to take minutes before the meeting may proceed.
It is the tradition and practice of the Society that no record is made of who moved or seconded motions, nor of the vote; it is simply stated that the motion passed or failed. If any Director should object, a record shall be made. Such records may be note of abstention, a vote by count, or a roll-call vote. Of these, only notes of abstentions are used with any frequency, and those most commonly to avoid the appearance of a conflict of interest.
The Board is governed by Robert's Rules, which generally require that a motion to reconsider be made by someone who voted with the majority. Given the lack of records to support this, motions to reconsider must be accepted from any Director, even if it is known that they did not vote with the majority.
The Minutes are not official and may not be distributed beyond the Board until they are published (usually by the Assistant Secretary emailing copies to the Directors). An exception is made for excerpts of honors bestowed, so that certificates can be drawn and delivered more expeditiously. There may occasionally be practical reasons for exceptions, which will usually be noted by Headquarters Staff unless quite obvious.
The Minutes form the official record of the actions of the Board. They may be amended by the Board when it appears that they contain errors. Discussions are thus not described in the minutes, as that would make them official actions, which is not the intent.
The presiding officer (Chairman or President), may appoint any member, director or not, as Parliamentarian. He must be a member in good standing, and is presumed to remain in office for the tenure of the appointing officer. His role would be solely advisory.