Difference between revisions of "Minutes"

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A standard format has been set (if only by precedent) for the Minutes of meetings of The Augustan Society, Inc., including [[Board]], [[Annual Membership Meeting|Membership]], and [[Sub-groups|Sub-Group Councils]]. Adhering to this format for both [[Agendae]] and Minutes will provide consistency, and perhaps thereby speed the flow of business.
+
A standard format has been set (if only by precedent) for the '''Minutes''' of meetings of The Augustan Society, Inc., including [[Board]], [[Annual Membership Meeting|Membership]], and [[Sub-Groups|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.
+
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:
 
The Minutes will normally include the following sections:
  
=Header=
 
  
'''MINUTES
+
==Header==
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|Board of Directors]], [[Executive Committee]], and [[Governing Board]].
+
'''MINUTES of the Meeting of the Board of Directors (#000) of The Augustan Society, Inc.'''
  
It will give the time, time zone, date, and location of the meeting.
+
With the serial number inserted. These numbers apply to the governing body by whatever name may be used, including [[Board|Board of Directors]], Executive Committee, and Governing Board.
  
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.
+
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.)
  
=Opening Matters=
+
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.
  
* A call to order, showing which officer took the chair and the time the meeting began.
+
==Opening Matters==
  
* Confirmation of Due Notice, usually stated as "given by Consuls".
+
* A call to order, showing who took the chair and the time the meeting began.
  
* Roll Call, which will list all members of the Board in order of [[Precedence]], with the indication if they are present, absent, or have proxied to another member of the Board.
+
* Confirmation of Due Notice, usually stated as "given by the [[Secretary]] or [[Assistant Secretary]]".
  
* A list of others present.
+
* Roll Call, which will list all members of the Board in order of [[Warrant of Precedence|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.
  
* If uninvited persons are present, a Motion to waive Standing Rule V should be adopted or the persons excused.
+
* A list of others present due to an invitation from the Board, or members attending without invitation (as is their right).
  
* A ruling of the determination of a quorum. A parenthetical note should show (00 present or proxied; 00 required).
+
* If uninvited non-members are present, a Motion to waive [[Standing Rules|Standing Rule V]] should be adopted or the persons excused.
  
* 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.
+
* A ruling of the determination of a quorum. A parenthetical note should show (# present or proxied; # required).
  
* 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, Noted, or Delisted, but this is not an exclusive list.
 
  
=Reports=
+
==Elections==
  
In this section are listed all of the offices and committees that owed reports at this meeting.
+
At the Annual Board Meeting, and some other meetings, this section is added just before the Roll Call. Contents might include:
  
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.
+
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.
  
The minutes of the Annual Board Meeting (usually August) should include reports from all committees, standing, ad hoc, and of-the-whole.
+
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.
  
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.
+
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.
  
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.
+
Should the election have failed to elect enough Directors to fill all the vacancies, the Board should then elect additional Directors.
  
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.
+
The new or re-elected Directors are then introduced and installed by the (outgoing) [[Chairman]].
  
=Unfinished Business=
+
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.
  
''Note the correct term above, this is not "Old Business".''
+
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.
  
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.
+
A Recess may then be called to caucus on the selection of Junior Officers.
  
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).
+
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.
  
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.
+
If a mail ballot was used to select the ''[[Magister Rosae]]'' or [[Chief of the Order|Chief of the Order of the Augustan Eagle]], it is appropriate for the Board to confirm their election.
  
=Elections=
+
==Consent Calendar==
  
At the Annual Board Meeting, this section is added. Contents might include:
+
* 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.
  
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.
+
* 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.
  
When a long-serving and popular Officer or Director is deliberately retiring, it may be reasonable to adopt a Resolution of Thanks or Commendation.
+
==Reports==
  
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.
+
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]].
  
Should the election have failed to elect enough Directors to fill all the vacancies, an election may then be held to elect additional Directors.
+
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.
  
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.
+
Mention should be made when a scheduled or requested report is not received.
  
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.
+
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.
  
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.
+
==Sub-Group Business==
  
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)
+
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.
  
A Motion to authorize the President to negotiate a contract with the Consuls for the following calendar year is then appropriate.
+
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.
  
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).
+
==Unfinished Business==
  
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).
+
''Note the correct term above, this is not “Old Business.”''
  
=New 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.
  
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.
+
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.
  
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.
+
==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.
 
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".
+
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.
+
Finally, Motions pulled from the [[Consent Calendar]] are listed in numerical order.
  
=Closing Matters=
+
Motions affecting the schedule of meetings are technically appropriate here, but are normally placed under “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.
+
==Closing Matters==
  
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.
+
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.
  
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 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, though this is a non-standard approach.
+
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 a reminder of the next meeting of the Executive Committee, if any.
+
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 honor of an individual or group, usually in the event of their passing.
+
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]].
  
The signature of the person taking the minutes, normally the Assistant Secretary.
 
  
 
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*[[Board|back to Board]]
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*[[Administration|back to Administration]]
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*[[Main Page|back to Main Page]]

Latest revision as of 03:50, 6 April 2024

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:


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.
  • 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.