Minutes
A standard format has been set (if only by precedent) for the Minutes of meetings of The Augustan Society, Inc., including Board, Membership, and Sub-Group Councils. Adhering to this format for both Agendae and Minutes will provide consistency, and perhaps thereby speed the flow of business.
Motions and Resolutions of the Board are given a two-part number, with the first part being the meeting number where they are introduced and the second part being a serial number assigned at the time the Minutes are prepared. Thus the fourth Motion of meeting #333 would be Motion #333-4. Note that these may differ from the Motion numbers assigned in the Agenda, as additional Motions may be introduced during the meeting. The Motion to adopt the Consent Calendar is numbered in this same series; reference may then be made to the item number as a decimal, thus the sixth item at meeting #333 might be #333-1.6. Should a motion from a previous meeting be split, letter suffixes would be used, as #222-3A and #222-3B.
The Minutes will normally include the following sections:
Contents
Header
MINUTES of the Meeting of the Board of Directors (#000) of The Augustan Society, Inc.
With the serial number inserted. These numbers apply to the governing body by whatever name may be used, including Board of Directors, Executive Committee, and Governing Board.
It will give the time, time zone, date, and location of the meeting. (Note: Eastern Time is sufficient, it is not necessary to specify Daylight or Standard.)
When the meeting is held via teleconference or videoconference, the phrase "via teleconference" or "via videoconference" will be used. While it is prudent to include access information in the Agenda, this data does not need to be retained in the Minutes.
Opening Matters
- A call to order, showing who took the chair and the time the meeting began.
- Confirmation of Due Notice, usually stated as "given by the Secretary or Assistant Secretary".
- Roll Call, which will list all members of the Board in order of Precedence, with the indication if they are present, absent, or have given their proxy to another member of the Board. If absent but excused, the general category of excuse is listed in parentheses, those being health, travel, military, and communications.
- A list of others present due to an invitation from the Board, or members attending without invitation (as is their right).
- If uninvited non-members are present, a Motion to waive Standing Rule V should be adopted or the persons excused.
- A ruling of the determination of a quorum. A parenthetical note should show (# present or proxied; # required).
Elections
At the Annual Board Meeting, and some other meetings, this section is added just before the Roll Call. Contents might include:
Recognition of those Directors who have reached the end of their terms, perhaps excusing them with thanks. This should include Directors who have been reelected. All Elected Officers’ terms expire at this point in the Annual Board Meeting.
When a long-serving and popular Officer or Director is deliberately retiring, it may be reasonable to adopt a Resolution of Thanks or Commendation. For exceptional cases, the honorary title of "Director Emeritas" may be voted.
Directors are normally elected by mail ballot, and the winners announced at the Annual Meeting, which must precede the Annual Board Meeting (by definition). As they are elected by the Membership, no vote is needed.
Should the election have failed to elect enough Directors to fill all the vacancies, the Board should then elect additional Directors.
The new or re-elected Directors are then introduced and installed by the (outgoing) Chairman.
A recess to caucus on the election of the five senior officers is then called. When these offices are obvious to all and uncontested, this may be skipped. The main point of the recess is to keep any discussion out of the Minutes, and allow for a clean slate.
The five Senior Officers are nominated and elected, normally en banc. Note that the office of Chairman does not have to be filled, and may be left vacant at the Board’s discretion.
A Recess may then be called to caucus on the selection of Junior Officers.
A Motion or motions to elect the Junior Officers is then appropriate, with the Secretary listed as having nominated the Assistant Secretary and the Treasurer the Assistant Treasurer and Investment Manager, if any.
If a mail ballot was used to select the Magister Rosae or Chief of the Order of the Augustan Eagle, it is appropriate for the Board to confirm their election.
Consent Calendar
- A Motion to adopt the Consent Calendar. The Consent Calendar is a tool to expedite the meeting by passing all non-controversial items in a single vote. Any member of the Board (and this courtesy may be extended to others present at the chair's discretion) may ask that any item be removed for discussion, and those items are then moved to the end of “New Business”. No vote on such removal may be taken.
- The Consent Calendar is normally presented in tabular form with three columns: Item number, Description, and Recommended Action. Typical actions might be Approved, Registered, Accepted, Recognized, Confirmed, Noted, Delisted, or “Withdrawn for Discussion” as above, but this is not an exclusive list.
Reports
In this section are listed all of the reports from Elected Officers, Appointed Officers, ad hoc and standing committees, sub-groups, Study Groups, and Headquarters Staff.
The minutes of the first meeting of the Board following the Annual Meeting (usually August) should include presentation of the Annual Report as an attachment. At this meeting, it should also be noted which Committees lack a chairman or vice-chairman, and which chairmen are being removed for lack of report.
Mention should be made when a scheduled or requested report is not received.
Reports should include only information, they should not technically include Motions, which should properly be placed under "New Business". That said, given the casual style generally followed, exceptions may be made at the discretion of the chair.
Sub-Group Business
When the Council of one of the senior Sub-Groups is unable to muster a quorum for one of their meetings, the urgent items on their agenda will be decided by the Board at their next regular meeting. Such items appear here.
This section is rarely used as the cause for it is (and should be) rare. But history shows this to be a necessary tool to keep such groups alive at times when their Councils cannot conduct their business for whatever reason.
Unfinished Business
Note the correct term above, this is not “Old Business.”
This section should include Motions made at previous meetings that were tabled (either deliberately or by being skipped for whatever reason). Motions are also created when a discussion item is Tabled by action of the Chairman or consensus. The numbering for these motions should normally be the same as their first inclusion in previous minutes. They should be in numerical order, thus the oldest first.
Each motion must be Withdrawn, Approved, Rejected, Referred to Committee, or Tabled. Tabled motions may be tabled to a specific date, or until a particular event happens, otherwise they return at the following regular meeting. Per Robert's Rules, items may be Tabled Indefinitely, but this isn't necessary and adds to the Secretary's burdent to track; Withdrawal is preferred. Items ignored, skipped, or left unaddressed at adjournment for whatever reason are automatically tabled to the following regular meeting.
New Business
This section should include all new Motions, and only that.
The first item, when it has not been done, should be approval of the Budget. It hasn't been adopted at the Annual Board Meeting yet, but there's always hope. (Note: The current "permanent budget" must be reconfirmed each year.)
The next item should be honors, such as the Balling or Metzler Award, Fellowships and promotions, and resolutions of thanks or commendation.
Normally, other motions are listed in chronological order as received, but as some my rely on others, a logical order may be imposed.
Finally, Motions pulled from the Consent Calendar are listed in numerical order.
Motions affecting the schedule of meetings are technically appropriate here, but are normally placed under “Closing Matters.”
Closing Matters
This section has long been used to remind Directors of their obligations to submit reports, recruit new members, and even to admonish those who have failed to perform as required. The utility of this function is dubious.
At the Annual Board Meeting, a motion to set the schedule of meetings for the coming year is appropriate.
At meetings other than the Annual Board Meeting, Motions to amend the meeting schedule are normally placed here.
A reminder of the next meeting of the Board, agenda deadline, and of upcoming meetings of the Eagle Council, Rose Council, Rose Meeting in Chapter, Sub-Committees of the Board, and meetings of the Board as a Committee-of-the-Whole, if any. This will constitute notice when the minutes are published.
Adjournment, which may be in memory of or in honor of an individual or group, usually in the event of their passing or achievement of some notable anniversary.
The signature, name, and title of the person taking the minutes, normally the Assistant Secretary.
