Standing rules

Minutes/Records

Board of Directors Revision Date: 4/16/2010, 6/19/2014

Summary: Guidelines for recording meeting minutes and tracking resolutions.

Related Information: Robert’s Rules of Order newly revised.

Policy:

  1. All Board of Directors and Delegate Assembly minutes will be completed within seven (7) calendar days and thirty (30) calendar days, respectively, after the conclusion of the meeting. The minutes are in draft version and not considered approved or published until action is taken by the appropriate body at its next meeting.
  2. The President may authorize reasonable lost time if needed to meet these timelines as currently allowed in the MAPE Reimbursement Policy.
  3. Unless stated otherwise in the Minutes/Records Policy, the contents/structure of the meeting minutes will conform to the latest edition of Robert’s Rules of Order – Newly Revised.
  4. Motions or resolutions (whether from the floor or from a committee report), should be presented for action in the following format:
    • Brief background of subject or situation.
    • Define the specific problem being addressed.
    • Explain recommendation.
    • Identify cost implications, if any.
    • Assign accountability for implementation and status report.
  5. The Statewide Secretary will maintain, or cause to be maintained, a Book of Resolutions. This book will contain all resolutions passed by the Delegate Assembly and Board of Directors since January 1, 2001. The book will be divided into two parts: Outstanding Resolutions and Completed Resolutions.
  6. The Secretary will report on the status of outstanding resolutions at each Board of Directors meeting.
  7. The minutes of an organization are the official record of all business transacted, activities undertaken, plans projected, general growth, etc. The minutes should contain what is done and not what is said. They should be written in the third person. Minutes should include:
    • The name of the organization, date, place and time of meeting.
    • Type of meeting (BOD, DA or special meeting).
    • Names of president and secretary or their substitutes / the minutes should state whether previous meeting minutes were read and approved.
    • All seconded main motions, whether approved or failed / (a motion that was withdrawn should not be recorded); resolutions adopted should be entered.
    • The names of the persons making the motions, but names of the seconders need not be recorded.
    • Points of order and appeals, whether sustained or lost.
    • Summarized reports of committees, unless written reports are appended.
    • All appointments of committees, elected delegates, etc.
    • The number of votes on each side, including abstentions when a count has been ordered, or where the vote is by ballot or roll call / requests from members that their votes be reflected in the minutes will be honored.
    • Time of adjournment.
    • Secretary signature, and “Approved” (date) and initials / (respectfully submitted is not used).
    • Corrections made in the minutes prior to approval will be reflected in the current meeting minutes.

Personal opinions of praise or criticism should not be recorded.

The minutes may be corrected whenever an error is noticed regardless of the time that has elapsed, except after their adoption, when too late to reconsider the vote, they require a two-thirds vote for their amendment, unless previous notice of the proposed amendment has been given, then only a majority vote is required.

Board Steward

Board of Directors Revision Date: 4/16/2010, 7/21/2017, 4/19/2026

Summary: Ground rules for conduct at meetings of the Board of Directors.

Related Information: Ground rules for conduct at meetings of the Board of Directors.

Policy:

The Board of Directors will elect Board Stewards from its membership. The Board Stewards will accept anonymous concerns dealing with the conduct of business at Board meetings. Board Stewards must ensure the confidentiality of all anonymous concerns. Board Steward authority is limited to concerns raised during board meetings and anyone attending the Board meeting.

Membership: There shall be no more than four (4) and no less than two (2) Board Stewards. The chair will call for an election from the Board members (who are stewards in good standing at the first meeting each calendar year. Each Board steward will have a term of up to two (2) years for up to two (2) consecutive terms. The Board Stewards will notify the chair if an alternate (appointed by the Board Stewards) is to serve at meetings that they are unable to attend.

Board members expect a reasonable level of control and decorum during board meetings, but also a safe space where disagreements do not result in hostility and contemptuousness.  All board members strive to act in accordance with the following:

  • Everyone agrees to be honest and straightforward in their Board activities.
  • Stay on the topic; the approved agenda is the guide.
  • It is OK to disagree – but personal attacks will not be allowed.
  • Everyone has a right to participate.
  • Wait to be recognized by the chair before speaking.
  • Evaluate ideas – not people.
  • Listen to others.
  • Be polite and respectful to speakers and others

The Board Stewards may informally remind board members of these meeting norms and provide reminders at the beginning of each meeting or following breaks during a meeting. If inappropriate behavior distracts the Board away from the agenda, Board Stewards may provide guidance. Some raised concerns may simply serve as reminders that some board members are not following the meeting norms; others may require formal Board action.

Board Stewards can:

  • Call to Order if they feel a Board member is not keeping the meeting on task (as are all board members).
  • Make a judgement call to stop the Board meeting and call for a vote to remove someone from the current meeting. Board vote is based on Roberts Rules of Censure 2/3 vote for removal of a member from that meeting.
  • Intervene/be asked to intervene if the Chair is involved with alleged misconduct in the Board meeting.
  • Call for an investigation into an alleged misconduct connected to Board meetings. Who investigates depends on who is the subject of the investigation- based on discussion amongst Board members per Roberts Rules.
  • Stewards are automatically recused and cannot form a recommendation if they are a part of the misconduct. Ultimately, possible removal from a Board Steward position per Roberts Rules.

More serious situations may arise where a non-compliant member is identified as a last resort after repeated warnings and unsuccessful attempts at mediation by the Board Stewards. If the Board member obeys after being named, the matter must be dropped. If the member persists, the chair may ask the Board, “What penalty should be imposed on the member?” Which may include one or more of the following remedies by majority vote:

  • A required formal apology
  • Censuring of Board member
  • Dismissal from the meeting

Other formal disciplinary action should be reserved for serious situations such as complaints filed under Bylaws Article XVIII, Section 3 (Governing Documents or Policy Dispute Procedure) or Article XIII, Section 2 (Judicial Procedure) which may include conduct during or outside of board meetings.

Per our Constitution (Article for supremacy clause), we use Roberts Rules for disciplinary action and procedures, except those that deviate in our governing documents.

Member Access to the Board of Directors’ Meetings

Board of Directors Revision Date: 5/25/2011

Summary: Members have the right to be heard at the Board of Directors’ meetings.

Related Information: This policy meets the requirements of MAPE’s Bylaws, Article V, Section 3.

Policy:

Members have the right to be heard at meetings of the Board of Directors (Board). The Board will include a “Time Certain” agenda item for members’ comments on its agendas. The members’ comments will normally be at 11:30 a.m. Members should limit their comments to 5 minutes.

If a member wishes to address the Board at a time different from the normal 11:30 a.m. time or for longer than the normal 5 minutes, the member must make prior arrangements with the President. Because the Board agenda is distributed before the meetings, alternate arrangements need to be made at least a week in advance.

Members must address their remarks to the chair, maintain a courteous tone and avoid making personal attacks. Because the member’s time is limited, the Board will not interrupt nor enter into debate while the member has the floor. If the member has time, the chair may conduct a short question and answer period (less than 15 minutes) during which the Board may ask questions (no debate) to clarify the member’s comments.