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. (Note: Eastern Time is sufficient, it is not necessary to specify Daylight or Standard.)
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 the 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.
- 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).
- 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 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.
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 Council 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). 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 #300-2 would become #300-2A and #300-2B).
Each motion must be Withdrawn, Approved, Rejected, Referred to Committee, or Tabled. Tabled motions may be tabled to a specific date, otherwise they return at the following regular meeting. Per Robert's Rules, items may be Tabled Indefinitely, but this isn't necessary unless a motion has been seconded. Items ignored, skipped, or left unaddressed at adjournment for whatever reason are automatically tabled to the following regular meeting.
Elections
At the Annual Board Meeting, and some other meetings, 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 Elected Officers' terms expire at the annual 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 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, the Board may then elect additional Directors.
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.
A Motion to direct the President to negotiate a contract for Headquarters rent for the following calendar year is then appropriate. Terms desired may be discussed at this time, but if there is any dissension, it would be wise to recess to Executive Session to hash things out.
If a mail ballot was used to select the Magister Rosae for the year, it is appropriate for the Board to determine if they will confirm his election or not.
If the Chief of the Order of the Augustan Eagle or Magister Rosae has officers ready to appoint, they may be confirmed on a single, separate vote. If any are objected to, the vote should be split to consider confirmation one at a time.
New Business
This section should include all new Motions.
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.
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 by the Assistant Secretary.
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 expected.
At the Annual Board Meeting, it is necessary to set the schedule of meetings for the coming year.
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, and of upcoming meetings of the Order of the Augustan Eagle or Noble Company of the Rose, 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, name, and title of the person taking the minutes, normally the Assistant Secretary.
