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.
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.
When the meeting is held via teleconference, the phrase "via teleconference" will be used. While it is prudent to include the phone number and access code in the Agenda, this data should not 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 Consuls".
- 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.
- A list of others present.
- If uninvited persons 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 (00 present or proxied; 00 required).
- 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 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 offices and committees that owed reports at this meeting.
This will often include reports from the Treasurer (or Assistant Treasurer), Investment Manager (when different), heads of such standing committees as may have a report, heads of all ad hoc committees and committees-of-the-whole unless they were directed to report later, and staff.
The minutes of the Annual Board Meeting (usually August) should include reports from all committees, standing, ad hoc, and of-the-whole.
Mention should be made when an expected report is not received. At the Annual Board Meeting, it should also be noted which Committees lack a chairman.
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 if the chair so wishes.
In prior years, it has been customary to place the Consuls' Report last, but as they are now moving to use of their more specific titles, that appears to have been discontinued.
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). 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.
At times it may seem reasonable to split a motion when re-presenting. In such cases the parts should retain the original number followed by a capital letter (thus #42 would become #42A and #42B).
Each motion must be Withdrawn, Approved, Rejected, Referred to Committee, Withdrawn, or Tabled. Tabled motions may be tabled to a specific date, otherwise they return at the following regular meeting. Items ignored, skipped, or left unaddressed at adjournment are automatically tabled to the following regular meeting.
Elections
At the Annual Board Meeting, this section is added. 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 Officers terms expire at this meeting, but that is not normally worthy worth of specific mention, except as below.
When a long-serving and popular Officer or Director is deliberately retiring, it may be reasonable to adopt a Resolution of Thanks or Commendation.
Directors are elected by mail ballot, and the winners announced at the Annual Membership Meeting, which must precede the Annual Board Meeting (by definition). Thus the next item is to recognize those Directors elected or reelected, and formally induct them. 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, an election may then be held to elect additional Directors.
A recess to caucus on the election of officers, the selection of Consuls, and confirmation of the Magister Rosae 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, the Consuls, and the confirmation of the Magister Rosae and such members of the Rose Council as he may have appointed.
A Motion or motions to elect the Junior Officers is then appropriate, with the Secretary nominating the Assistant Secretary and the Treasurer nominating the Assistant Treasurer (or treasurers)
A Motion to authorize the President to negotiate a contract with the Consuls for the following calendar year is then appropriate.
A Motion to confirm the election of the Magister Rosae is then appropriate.
If the Magister Rosae has his officers ready to appoint, they may be confirmed on a single, separate vote (or the vote split to confirm only some).
Finally, a Motion to elect an Executive Committee is in order. This is not required, and if created may include any Augustans in good standing as members of the Executive Committee. The last time one was created, it included the five Senior Officers and the two Junior Officers (who were the Consuls).
New Business
This section should include all new Motions, beginning with those proposed in reports, or submitted by the various committees. Except as below, Motions should normally be in order by date submitted, the Assistant Secretary may group them differently to achieve a more logical flow.
The first item should be approval of the Budget. It hasn't been adopted at the Annual Board Meeting yet, but there's always hope.
The next item should be honors, such as the Balling or Metzler Award, Fellowships and promotions, and resolutions of thanks or commendation.
Motions affecting the schedule of meetings are technically appropriate here, but are normally placed under "Closing Matters".
Finally, Motions pulled from the Consent Calendar are listed in numerical order.
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 expected.
At the Annual Board Meeting, it is the prerogative of the Chairman (or President if there is no Chairman), to issue a call to the monthly meetings for the year. At their discretion, this may be in the form of a Motion to be discussed and voted upon.
Should the Board not be called to meet in each calendar month, the chair of the Executive Committee would then have the prerogative to issue a call to their meetings in each month when the Board does not meet. At their discretion, this may be in the form of a Motion to be discussed and voted upon by the Executive Committee members present. (Technically, this is a recess to the Annual Board Meeting to call a Special Meeting of the Executive Committee, but that may be a bit much.)
At meetings other than the Annual Board Meeting, Motions to amend the meeting schedule are normally placed here, though this is a non-standard approach.
A reminder of the next meeting of the Board, and a reminder of the next meeting of the Executive Committee, if any.
Adjournment, which may be in memory of or honor of an individual or group, usually in the event of their passing.
The signature of the person taking the minutes, normally the Assistant Secretary.
