Board Meetings Rules of Order

SoyletNews PBC

Board Meeting - Rules of Order

This is first DRAFT of a guide to running Board Meetings of SoylentNews PBC.

Overview:

This document lays out guidelines for conducting Board Meetings of SoylentNews PBC. Its intent is to facilitate an open and efficient meeting whereby input is solicited and decisions can be made in a cordial and effective manner.

Contents:

These are the primary steps of running a board meeting:

1. Call to Order / Open the Meeting
2. Board Meeting vs Staff Meeting
3. Take Attendance
4. Verify Quorum
5. Verify Meeting is Valid
6. Minutes of Last Meeting
7. Present the Agenda
8. Process Agenda Items - motions, discussion, and votes
9. New Business
10. Summarize meeting and assignments, if any
11. Adjourn

Call to Order / Open the Meeting

This step in the proceedings serves an important function in notifying the attendees that the meeting is starting. It is a time to end idle chit-chat and embark on official proceedings.

The Chair introduces himself/herself and calls the meeting to order.

Board Meeting vs Staff Meeting

This step is important so as to set the tone of the meeting. Whereas a Staff Meeting has a potentially large number of participants who can vote, at a Board Meeting, only Board Members may do so.

The Chair states this is a Board Meeting and that only official Board Members are permitted to vote.

Take Attendance

For an official Board Meeting to take place according to the Bylaws, there must be a quorum of Board Members. To ascertain this, the Chair takes attendance by position and asks for each Board Member to introduce themself.

1. President
2. Treasurer
3. Secretary

TODO: Verify these are the correct positions

Verify Quorum

In order for the Board Meeting to proceed there must be a quorum. The Chair quotes the relevant passage from the Bylaws and verifies that a quorum is present, so that the meeting may proceed.

The Chair verifies that a quorum is present.

Verify Meeting is Valid

In order for a Board Meeting to be valid, (TODO: may be incorrect word; verify) there must have been sufficient advance notice to the Board Members, or, lacking adequate advance notice, all Board Members being present, agree to hold the meeting.

The Chair verifies that proper advance notice has been given.

If proper advance notice has not been given, the Chair then asks each Board Member if they are willing to proceed with the meeting and have no objections to doing so.

Minutes of the Last Board Meeting

For the record, the Chair reports on the minutes of the last Board Meeting, and any decisions which were made at that time. These will have been independently sent via e-mail to eaech Board Member and accepted as valid, also by e-mail.

Present the Agenda

To keep the Board Meeting on track, it is important to present an agenda that has been agreed upon in advance.

To facilitate discussion, each agenda item should be numbered sequentially so it can be easily referred to.

The Chair presents the Agenda to the Board.

Process Agenda Items - motions, discussion, and votes

The foregoing items were a necessary preparation for the real work to be performed during the Board Meeting.

For Each Agenda Item:

1. The Chair presents the Agenda Item to the Board.
2. The Chair opens the floor for discussion. It is incumbent upon the Chair to try and keep the discussion on topic sufficiently so that progress is made, yet not be so authoritative as to thwart discussion. It is a delicate balance that requires courtesy, gentleness, kindness, and firmness. It may serve to just let the discussion run as it will. If things get heated, confrontational, or too intertwined to easily follow the discussion, the Chair may need to be more direct. In such a case, each person who wishes to speak should request the Floor from the Chair. The Chair will use his/her best judgement but would generally grant the Floor to requesters in the order requested. Each person will have their opportunity to present their input. At the conclusion of which, the speaker should cede the Floor. Failing that, the Chair may ask the speaker if they cede the Floor.
3. The Chair asks if someone would like to present a motion.
4. The Chair summarizes the motion and presents it to the Board for further discussion, if necessary. No new Motions may be entertained until the current Motion is handled. Board Members may choose to:
   1. Table the Motion until the next Board Meeting. Oftentimes this comes with an agreement that a Board Member or assignee will take responsibility for investigating something and bringing their findings back to the Board.
   2. Offer and agree to an amendment to the motion.
      (This requires a Second and a vote in the affirmative to proceed.)
   3. Vote on the Motion.
5. If the Motion is still pending, the Chair again puts the Motion before the board and asks the Board Members to vote "Aye" to vote in favor of the Motion or vote "Nay" to vote against the Motion.
6. The Chair tallies the vote and reports the Board's decision.
7. TODO: If there is a tie, does the Chair have a vote to break the tie?

New Business

In the course of the foregoing discussion other items may come up which the Board may wish to address. Further, there may have been new items of business that came up since the time that the Agenda was established.

Whatever the case, the Chair inquires if there is any New Business to be discussed.

• If there is no New Business, then proceed to the next heading and "Summarize the Meeting".
• If there is New Business, the Chair follows the steps outlined in the preceding section For Each Agenda Item.

Summarize the Meeting and, if any, the Assignments

At this point, the Chair summarizes the Motions decided, the decisions made, and who has been assigned responsibility for each of them.

Adjourn

• The Chair asks if there is a Motion to Adjourn.
• The Chair asks for a Second.
• Upon receipt of a Second, the Chair puts it up to a vote to Adjourn the meeting.
• The Chair announces "the Meeting is Adjourned".