I.C. Board of Directors Procedures
- 1 I.C.1. MEETINGS
- 2 I.C.2. VOTING
- 3 I.C.3. ATTENDANCE
- 4 I.C.4. ELECTIONS
- 5 I.C.5. ELECTIONS PROCESS
- 6 I.C.6. BOARD DIRECTOR ELIGIBILITY
- 7 I.C.7. EXECUTIVE SESSION
- 8 I.C.8. CONSENT AGENDA
- 9 I.C.9. BY-LAWS CHANGES
- 10 I.C.10. EXECUTIVE PERFORMANCE EVALUATIONS
- 11 1.C.11. EXECUTIVE BONUS ELECTIONS
- 12 1.C.12. EXECUTIVE DIRECTOR REVIEW COMMITTEE (EDRC)
- 13 I.C.13. MINUTES AND RECORDS
- 14 I.C.14. DIRECTOR RECALL
- 15 I.C.15. PARLIAMENTARY PROCEDURE
- 1.01 Meetings of the Board of Directors are to begin at 7 pm unless Cabinet notifies the Board of Directors otherwise.
- 1.02 Board meetings shall be chaired according to “BSC Parliamentary Procedure” (as outlined in the Board manual) or Robert’s Rules.
- 1.03 Any motion in the same semester that comes up for reconsideration shall be treated as a formal reconsideration requiring a 2/3 vote to be discussed again.
- 1.04 Board of Directors meetings shall be held at wheelchair accessible locations.
- 2.01 The term of office of the Alumni Association member shall be at the pleasure of the President of the BSC Alumni Association.
- 2.02 Board Directors shall not be bound by unit instructions to vote in a certain manner on any point.
- 2.02 Record of Director votes will be kept for every vote in the minutes of that meeting. The way in which the records of each Director’s vote shall be decided by the BSC President and the Board AA.
- 2.03 No record of the individual votes need be taken for procedural votes.
- 3.01 During the Fall and Spring Semesters, each house shall owe five hours per week per Board Director to the Central Level Workshift pool in addition to the hours they currently owe. Board Directors attending Board and Committee meetings shall earn credit for these hours. Attendance at Board or committees shall be worth five hours. Board Directors will not get credit for attending meetings of committees other than the one to which they are assigned. Board Directors will be credited with the full number of hours during weeks when no Board meetings are scheduled. The President may also set fines for non-attendance.
- 3.02 During the summer, the number of hours Board Directors receive will be determined by the previous Board.
- 3.03 Directors who are more than twenty minutes late to a Board or assigned committee meeting shall receive half credit for the meeting. Directors who do not attend at least half of any mandatory meeting shall not receive any workshift credit for that meeting.
- 3.05 Whenever possible, Directors are expected to personally attend all meetings. However, in the event that the Director is unable to physically attend a meeting, the Director may participate and vote in a meeting remotely through the use of electronic communication technologies. Electronic participation must ensure that the Director remains actively informed and engaged throughout the duration of the meeting. Electronic participation in a meeting should occur only in the presence of extenuating circumstances for a Director. The President may request up to 48 hours notice and pre-approval of extenuating circumstances for the use of electronic participation.
- 1. Board Elections are held for the following positions: President, VP of Internal Affairs (VPIA), VP of Capital & Finance (VPCF), VP of Experience & Training (VPET), VP of External Affairs (VPEA), and two non-executive Cabinet members (NECMs). Unless specified elsewhere, all other committee-at-large members shall be selected by the chair of the committee.
- 2. Nominations for Cabinet positions shall be opened at least one board meeting before the elections. All candidates running for Cabinet positions must first be elected by their units to serve concurrently on the BSC Board of Directors.
- 3. It shall be the responsibility of the BSC President and the BSC Directors to advertise these positions and election information at least one month in advance of the election date via a variety of methods such as email, flyers, the Member Resource Newsletter (MRN), and announcements at house council. Any elections conducted during the summer must be advertised by the BSC President at least two weeks in advance of the election.
- 4. Execs must make themselves available for a “Meet the Executives Night” before the elections in the Spring.
- 5. Members running for a position are encouraged to educate themselves on the responsibilities of the positions they are running for by doing both of the following:
- a. Attend a Board, cabinet and/or committee meeting, whatever is most relevant
- b. Meet with current officer/position before election
- 6. Candidates for executive positions are “strongly encouraged” to submit a 1 page written statement describing their reasons for running and why they might be a suitable candidate. The deadline for publication in the election day board pack is to be determined by the President.
- 7. Written statements and a list of nominees shall be published and copies shall be distributed via e-mail at least four days before the elections.
- 8. There will be one-on-one trainings by old executives (or a suitable substitute) with new executives. The outgoing executives are responsible for setting up the meeting.
I.C.5. ELECTIONS PROCESS
- 1. Board elections shall be conducted according to the following process: there shall be six segments: a general introduction to the job description, nominations, a period of introductory statements by each candidate, a questions period, a time for statements and debate with the candidates out of the room, and a voting segment.
- 2. There shall be a time limit set for each segment. This time limit shall be based upon the number of candidates who are running for the position in question. A simple 2/3 majority may only extend the time limit for any segment.
- 3. The general job description shall be briefly described by someone who is not running for office: this could be an incumbent, someone who has performed the job in the past, or the Chairperson.
- 4. Time Limits: Opening Statements are limited to 1 minute per candidate. The Questions period should be limited to 2 minutes per candidate. The Discussion and Debate Period should be limited to 2 minutes per candidate.
- 5. The voting segment shall be conducted as follows:
- Single Positions
- a) Shall be defined as an elected job title which one individual can hold (for instance President, VPIA, VPEA, etc).
- b) If one candidate running is for the position, then Board may elect that candidate by acclamation.
- c) If two or more candidates are running, then the candidates shall leave the room and a roll call vote shall be conducted. Instant runoff voting shall be used to determine the winner.
- Multiple Positions
- a) Shall be defined as an elected job title with multiple electees (for instance, Non-Executive Cabinet Members).
- b) If there are an equal number of candidates as position openings, then Board may elect the candidates by acclamation, but on an individual basis.
- c) If there are more candidates than the number of position openings, then the candidates shall leave the room and a vote shall be conducted. Fractional single transferable voting shall be used to determine the winner.
- 6. Casting Votes
- a. A ballot is defined as a ranked list of candidates. A ballot has a value of one vote.
- b. Each voting member of board will list candidates in order of preference.
- c. After every election, a record of all the ballots cast will be recorded and kept with the minutes from the meeting.
- 7. Counting votes
- a) Single winner elections - Instant runoff voting
- i. The ballots will initially be counted according to their first preferences only. If any candidate has a majority of the ballots, they are declared the winner. If no candidate has a majority, continue with the following steps:
- ii. The candidate with the lowest number of ballots counted toward them is eliminated from the race. Each ballot that was counted toward this candidate will be transferred to the highest ranked candidate on that ballot that has not already been eliminated from the race.
- iii. If after transferring ballots, a candidate now has a majority of the ballots counted toward them, they are declared the winner. If not, repeat step ii. until there is a winner.
- a) Single winner elections - Instant runoff voting
- b. Multiple winner elections - Fractional single transferable voting
- i. The winning quota is defined as the Droop quota: ((number of ballots cast/(number of seats being elected + 1)) + 1, where the result of this equation is rounded down to the nearest integer.
- ii. The ballots will initially be counted according to their first preferences only. Any candidates having more than the winning quota of ballots counted toward them are declared winners. If there are enough winners to fill the seats available, the election is over, otherwise proceed with the following steps.
- iii. If any of the candidates has more than the winning quota of ballots counted toward them, a fraction of each ballot counted toward that candidate is transferred to that ballot’s next choice. The fraction of each ballot that is transferred is equal to the number of surplus number of ballots the candidate has divided by the total number of ballots counted toward the candidate. This fractional transfer should leave the candidate with a number of ballots exactly equal to the winning quota. If the transferred fractional votes cause any other candidate to pass the winning quota, the are immediately counted as winners. If there are enough winners to fill the seats available, the election is over, otherwise repeat this step (iii.) until there are no more candidates with surplus votes.
- iv. If there are no more candidates with excess votes and there are still not enough winners to fill the available seats, the candidate with the fewest number of ballots counted toward them is eliminated from the race. Each ballot that was counted toward this candidate will be transferred to the highest ranked candidate on that ballot that has not already been either declared a winner or eliminated from the race.
- v. If there are enough winners to fill the seats available, the election is over, otherwise repeat steps iii. through v. until all seats are filled.
- b. Multiple winner elections - Fractional single transferable voting
I.C.6. BOARD DIRECTOR ELIGIBILITY
Pursuant to V.A.7 of the Bylaws.
I.C.7. EXECUTIVE SESSION
- 7.01 See the definition in section V.D.1 of the BSC By-Laws.
- 7.02 Motions to enter executive session require a (2/3) vote and must state the reason for entering into executive session. Legitimate reasons include but are not limited to: discussing executive or employee evaluations; discussing Board or BSC negotiations strategy; discussing pending or threatened litigation; discussing confidential or privileged information (including legal advice); discussing conduct cases or appeals of conduct decisions.
- 7.03 Minutes are not taken during executive session. All motions made and votes taken during executive session will be made public.
- 7.04 A breach of executive session may include but is not limited to: revealing information that violates employee confidentiality, undermines BSC negotiations strategy (and our ability to interact with outside entities), reveals details of pending or threatened litigation, compromises member confidentiality, non-disclosure agreements, privacy laws, etc. The committee chair or President will report potential breaches of executive session to the conduct committee or the appropriate manager. The penalty for breaking the confidentiality of executive session includes, but is not limited to: issuance of a formal warning, termination of employment, termination of membership, and/or legal action.
- 7.05 When a Board meeting or Board committee enters executive session, staff members (including the executive director or administrative assistant) are not permitted to remain unless explicitly included in the motion to enter (see section V.D.1 of the BSC By-Laws). This takes precedence over any general requirements for staff member attendance (e.g. Policy Directory section I.B).
I.C.8. CONSENT AGENDA
- 8.01 Cabinet shall determine the appropriate time limit for the consent agenda, based on the nature of the items.
- 8.02 Directors will have the opportunity to discuss consent agenda items, either collectively or in small groups, up to the allocated time.
- 8.03 At any given time during the discussion, any Director may call a motion to end the discussion and move on to deliberate whether items will remain or be removed from the consent calendar.
- 8.04 Items may be removed from the consent agenda by 4 Directors from at least 2 different units.
- 8.05 All items removed from the consent agenda will be placed at the beginning or end of the Board agenda.
I.C.9. BY-LAWS CHANGES
- 9.01 Any proposed By-laws change included in the minutes shall be considered to have been given the required twenty-five days notice.
- 9.02 A corporation fee shall be interpreted as an increase in fee that affects the workshift rate.
- 9.03 A membership assessment shall be interpreted as a fee that is assessed across the board and has no effect upon the workshift rate.
I.C.10. EXECUTIVE PERFORMANCE EVALUATIONS
- 10.01 The Presidential Review Committee (PRC)
- a. The PRC shall consist of the Vice President of Internal Affairs, who will serve as chair, and at least two directors elected by the Board by the second Board meeting. The President may not serve on the PRC and will not be involved in selecting its members.
- b. The PRC shall conduct a survey of the Board of Directors and shall interview the members of Cabinet, the Board Administrative Assistant, and the Executive Director regarding the performance of the President.
- c. Interviews and surveys of other key stakeholders may take place to provide knowledgeable and constructive feedback to the President, should the PRC deem it necessary.
- d. The PRC shall compile a report from the interviews and surveys to be presented to the Board of Directors at the final Board meeting of the semester.
- 10.02 In the beginning of Fall and Spring, the President and a relevant Senior Manager(s) shall sit with each Vice President to come up with a list of objectives and expectations for the semester. Each Vice President’s performance shall be evaluated on the basis of their semester objectives and expectations. The President and relevant Senior Manager(s) shall meet twice in the semester; once in the first half of the semester and before Executive Bonus Elections to determine the performance of each Vice President. They shall write a report that includes the list of the objectives and expectations of the semester with a summary of the findings.
- 10.03 During the Fall and Spring, the President shall gather feedback on the Vice Presidents from their respective committees and the Cabinet. The President must gather feedback this way sometime in the first half of the semester and again before Executive Bonus Elections. Information gathered from committees and other members of the Cabinet will be included on the report written by the President and the relevant Senior Manager(s).
- 10.04 For the first evaluation, the President and relevant Senior Manager(s) shall sit with the VP to share the mid-semester report, and come up with solutions to address any performance issues (if necessary). In addition, they may review and revise the previous list of objectives and expectations.
- 10.05 For the second evaluation, the President shall report a summarized end-of-the-semester report to the Board. Before presenting to the Board, the President and relevant Senior Manager(s) must meet with the Vice President to discuss the findings of the report.
1.C.11. EXECUTIVE BONUS ELECTIONS
- 11.01 Bonus elections for BSC executives shall be held at the last Board meeting.
- 11.02 The compensation election shall cover the period from day one of the contract period until the last day of the semester.
- 11.03 Each Director shall have one vote in bonus elections, and compensation shall be decided by majority vote. After the summary of the second evaluation is presented, then every Director will vote on a bonus from a range between 0% to 5%. The bonus that will be awarded to the executive will be an average of all of the votes cast.
1.C.12. EXECUTIVE DIRECTOR REVIEW COMMITTEE (EDRC)
Executive Director Review:
Once a year in the Spring the President shall, under the guidelines established in this policy, conduct a review of the performance of the Executive Director. To make this review effective, the EDRC should strive to create an atmosphere where interviewees feel free to give honest input.
Composition of the EDRC:
No later than the first Board meeting of the Spring semester, the President shall select from all willing applicants four Directors to serve on the EDRC. The Representatives selected should be as representative as possible of the following types of units: One from the small house rotation list, one from the medium house rotation list, one from the large house rotation list, one from the apartments.
Executive Director Review Process:
- 1. Surveys. In order to get feedback from a broad range of organizational stakeholders, the EDRC shall design a survey to be broadly shared within the Co-op. To assure that the survey adequately assess the Executive Director’s performance over the year, the survey shall have questions based on 1) the job description of the Executive Director and 2) the specific annual performance goals established by the previous year’s EDRC. These questions shall be closed questions with numerically ranked responses. In order to assure that respondents do not unfairly judge the Executive Director’s performance due to a lack of knowledge, each question shall have an option for “Not Enough Information to Respond.” This survey shall be sent to each of the following groups: 1) Unit-Level Managers, 2) Board Directors, 3) Cabinet, 4) Student Staff, and 5) Professional Staff.
- 2. Interviews. The EDRC shall conduct interviews with the Executive Director’s direct reports, Vice Presidents of the Board, and other members of Cabinet and Board as deemed appropriate. These interviews shall be conducted on the record so that the EDRC can investigate the claims made by interviewees, however the EDRC shall retain the discretion to remove the names of interviewees from the final report.
- 3. Discussion with the Executive Director. The EDRC shall present a summary of their findings to the Executive Director at least five days before the Presentation to Cabinet to allow the Executive Director to prepare a response before that meeting. The Executive Director’s responses shall be included in the Cabinet Report.
- 4. Report to Cabinet. The interviews and surveys shall be combined by the EDRC into a report for Cabinet to be delivered no later than the Cabinet meeting preceding the final regular Board Meeting of the Spring semester. The report should highlight both the strengths and weaknesses of the ED, as well as suggest areas for improvement.
- In a closed session, Cabinet will hear the report and question the report’s contents in order to evaluate the Executive Director. Based on the report, Cabinet shall recommend either 1) A pay increase or bonus for the Executive Director, 2) No change to the Executive Director’s pay, or 3) The removal of the Executive Director. If the ED’s performance is deemed satisfactory, Cabinet shall produce a list of specific Yearly Goals for the Executive Director. These goals shall then be approved by Cabinet and sent to Board. After this meeting, the President shall summarize the contents of the original report and the discussion at Cabinet to share with the Board.
- 5. Board Presentation. At the last regular meeting of the Board of Directors, the President shall present both the summarized report of the EDRC and the Yearly Goals adopted by Cabinet. The Board shall discuss both documents and either: 1) Adopt both, 2) Modify the Yearly Goals and adopt both, or 3) Reject the report and send it and the Yearly Goals back to Cabinet for deliberation with specific directions for reevaluating the Executive Director’s performance.
- If the Board disagrees with Cabinet's assessment of decision to retain the Executive Director, an emergency meeting shall be scheduled at an appropriate time. Board shall discuss whether or not to retain the Executive Director at that meeting.
- Once approved, the Yearly Goals shall be passed to the following year’s EDRC.
I.C.13. MINUTES AND RECORDS
- 13.01 That Committee and Board minutes follow the format specified by the Chair.
- 13.02 All motions passed on the Consent Calendar shall be explicitly listed in the minutes of the meeting of the Board.
- 13.03 Cabinet actions that pass, fail, or refer motions must be published before the next board meeting so the Board may be aware of all decisions and have the opportunity to discuss them, if it so desires.
I.C.14. DIRECTOR RECALL
- 14.01 In the case that a unit may be unsatisfied with the actions of their Director, they may initiate a recall vote by collecting 25% of their unit’s member’s signatures.
- 14.02 Upon meeting the threshold of 25%, this petition may be presented to either the unit level president or the BSC president, who shall initiate a recall vote either electronically, or physically.
- 14.03 A Director will be recalled and a new Director election will be held if 60% of a unit’s members vote affirmatively to recall their Director.
I.C.15. PARLIAMENTARY PROCEDURE
The facilitator has the right to determine process on a case-by-case basis if matters arise which are not covered in our bylaws or this document.
Two-thirds of the total number of Directors and at least half of the units represented. If quorum is lost during the meeting, the meeting may continue as long as one half of Directors are present. However, passing any motion requires a vote of more than one third of the total number of directors.
A motion is a statement symbolizing collective action. Board "does" things by passing motions.
- ▪ The chair may rule any motion "out of order" if they feel that the motion is inappropriate or outside the scope of current discussion.
- ▪ A "second" is another person who supports the motion.
- ▪ Non-debatable motions are voted on immediately. Debatable motions can be discussed.
- ▪ Main Motion: Action items begin with one main motion, which should be the focus of discussion. Main motions usually require a simple majority to pass.
- ▪ Amendments: Amendments alter part of the main motion. If an amendment is relatively minor so as not to change the intent of the motion, it may be determined “friendly” by the mover of the main motion. If it is not friendly, it is run separately as an amendment to the main motion. The Chair should focus the discussion on dealing with non-friendly amendments as they arise to keep the conversation moving.
- ▪ Competing Motion: A counter motion that contradicts the main motion may be made. If changes are so big as to change the motion significantly, the amendment will be run as a competing main motion against the main motion. These are rare, and should be handled with precision to make sure the discussion stays focused.
|Motion to...||Description||Second Required?||Debatable?||To pass?|
|Extend time||Extends the current agenda item by a specific length. Motions cannot be made after time has run out.||No||No||Simple super majority|
|Cap the speaker's list||After this motion passes, the President adds anyone who would like to speak to the speaker's list, then closes it. No motions may be made after the speaker's list is capped. Voting takes place once the speaker's list is finished.||No||No||Simple super majority|
|Postpone to a later time||Put the main motion and any attached motions on a temporary hold, to later in the same meeting or to another meeting||Yes||Yes||Simply majority|
|Enter Executive Session||Executive session is a closed meeting. Only motions and votes are recorded in the minutes. Only members of Board may be present, but Board may designate other persons to stay with a super majority vote. This motion requires a second and is debatable.||Yes||Yes||Simple super majority|
|Refer to Committee||Send an item to a committee with instructions for further development.||Yes||Yes||Simple majority|
|Reconsider||Bring up an old issue that has already been voted on.||Yes||Yes||Simple super majority|
|Overrule the Chair||Overrule a decision which is a procedural error. Do this when the chair is wrong or has misused their authority, not when a decision is simply inconvenient for you.||Yes||Yes, but debate should be limited||Simple super majority|
|Other motions||"Incidental" or "Subsidiary" motions for running the meeting, such as adjourning. The Chair may often prompt the group for one.||Yes||No||Simple majority|
The speaker’s list is a tool for the Chair to organize the discussion efficiently, effectively and inclusively. The Chair should periodically collect names of those who wish to speak, indicated by making one of the gestures below:
- ▪ Motions are signaled by a thumbs-up. Motions generally take priority above questions and comments. “Action Items” always revolve around a prepared motion, usually to approve some policy, program, or action.
- ▪ Comments and rhetorical questions are signaled by making a “C” with your hand. Comments are for stating your opinion on the issue to persuade others to your line of thinking. If the discussion is monopolized by a few members of the board, the Chair may attempt to draw others into the conversation by hearing the comments of members who have not yet spoken. If there are many on the list, a 45-second time limit is recommended.
- ▪ Questions are signaled by a crooked index finger. They will usually receive priority above comments, but if the list is long the Chair may alternate between the questions list and the statements list in an equitable fashion.
- ▪ Points of Information are signaled by a raised index finger. These are for making brief statements of fact when you believe that the group is unaware of some critical piece of information.
- ▪ Procedural errors and questions about the facilitation process (e.g. “this needs to be a ⅔ majority” or “first the VPIA speaks, then questions”) are signaled by making a triangle with both thumbs and index fingers.
**note: Direct Responses and Points (of personal privilege, order) are not used at Board, as they are frequently abused.**
All agenda items are allocated a set amount of time. Typically the Chair or a Vice President will keep time for each item, and they will be responsible for announcing when time is up. When time runs out, the Board will immediately vote on extending time by either 5 or 10 minutes, at the discretion of the Chair. If the vote fails any live motions will immediately be voted on.
There are two ways to end discussion and call a vote with time remaining:
- ▪ Call the Question: When one believes enough debate has occurred, one may call for a vote on the motion by saying “call the question” at any time. If anyone objects or still wishes to speak discussion continues down the speaker’s list. If there are no objections discussion ends and a vote takes place. This is the “Hare” way of moving to a vote: fast but easily stopped.
- ▪ Move the Question: One must be on the comments list to move the question, and may not make any other comment. This cuts off debate and causes an immediate vote on whether or not to end discussion and vote on the motions as they stand (a “vote to vote”). Ending discussion requires a simple super majority. This is the “Tortoise” way of moving to a vote: slower but more stable.
Either a voice vote or a hand vote may be used.
- ▪ Voice Vote: “All in favor say ‘aye’; all opposed say ‘nay’. All abstaining.” Used when the Chair believes there are few objections to the motion. Often used for approving minutes, the agenda, and the consent agenda.
- ▪ Hand Vote: Used when things seem more contentious. Any member can request a hand vote as opposed to a voice vote.
- ▪ Simple Majority: More than 50% of the votes cast; does not include abstentions in the count. A simple super majority requires more than 2/3 of the votes cast. Almost all votes Board takes are “simple” unless said otherwise.
- ▪ Absolute Majority: More than 50% of all eligible votes. This includes abstentions (i.e. abstentions, for all intents and purposes, are counted as “no”). An absolute super majority requires more than 2/3 of all eligible votes.
The Board Administrative Assistant is responsible for taking and summarizing minutes. They are reviewed by the BSC President and then approved at Board, where final edits to the minutes can be made.
Common procedures come from Robert’s Rules of Order. In 1990, Board began to use these “Pool Rules” of order, a simpler version of Robert’s Rules. The intention behind this simple parliamentary procedure is that anyone can understand our process by looking at a few pages, compared to Robert’s Rules: 700 pages; and Robert’s Rules in Brief: 176 pages. Complicated procedures have the capability to disenfranchise those unfamiliar with the process and to give undue power to those who are familiar with the process, which the board needs to be aware of given our vast membership and democratic values.