I.C. Board of Directors Procedures
- 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 reps 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 Representative to the Central Level Workshift pool in addition to the hours they currently owe. Board Reps attending Board and Committee meetings shall earn credit for these hours. Attendance at Board or committees shall be worth five hours. Board Reps will not get credit for attending meetings of committees other than the one to which they are assigned. Board Reps 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, Board Reps will receive two hours credit per week. If they miss a meeting, they will be fined four hours.
- 3.03 Board Reps who are more than twenty minutes late to a Board or assigned committee meeting shall receive half credit for the meeting. Board Reps who do not attend at least half of any mandatory meeting shall not receive any workshift credit for that meeting.
- 3.05 A substitute, authorized by the house or apartment president, may attend the meeting to replace a Board Rep.
- 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. 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 REP ELIGIBILITY
Pursuant to V.A.7 of the Bylaws.
I.C.7. EXECUTIVE SESSION
- 7.01 Executive Session is defined as a closed Board or committee meeting including any individuals designated by the Board or committee in the motion to enter. For privacy reasons, no other individuals may be present. (Also 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 includes 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. A breach may include divulging identifying information about proceedings to people present at the executive session. The committee chair or President will determine when executive session has been breached. The penalty for breaking the confidentiality of executive session is as follows:
- a. For members on the committee in executive session:
- i. First offense will result in the chair issuing a formal warning. If the chair was the one who breached executive session, then the President will give the warning.
- ii. Second offense will result in a removal from office, unless reinstated by a (2/3) vote of the Board. Additionally, the member will be given a conditional contract, the condition being that the member will be terminated upon a third breach of executive session. A member may appeal this contract to the Conduct Committee.
- b. For members not on the committee in executive session:
- i. First offense will result in the chair issuing a formal warning.
- ii. Second offense will result in a conditional contract, the condition being that the member will be terminated upon a third breach of executive session. A member may appeal this contract to the Conduct Committee.
- c. For BSC employees:
- i. Second offense will result in disciplinary action, up to and including termination of employment.
- c. For BSC employees:
- d. For other parties: depending on the severity of the situation, the BSC may pursue legal action.
I.C.8. CONSENT AGENDA
- 8.01 There shall be a five-minute time limit on discussion of each individual consent agenda item.
- 8.02 Items may be removed from the consent agenda by 4 reps from at least 2 different houses.
- 8.03 All items removed from the consent agenda will be placed at the beginning or end of the 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 By the second Board meeting of the semester, Board shall elect a Presidential Review Committee (PRC) with the VPIA as chair in addition to at least two board reps, to conduct surveys and a review of the President. A performance evaluation shall be submitted to the Board at the third to last Board meeting of the semester. The President can request executive session. The President may not serve on the PRC.
- 10.02 The Board may express concerns, comments, and praises about the performance of the executives. The Board may also issue directives and set goals for the executives.
- 10.03 During the Fall and Spring, the President shall conduct two surveys and written evaluations of the Vice Presidents each semester. The President shall present the first evaluation to Board some time during the first half of the semester, and the second evaluation before the VP compensation elections. The Evaluations may be conducted in executive session at the request of the Vice President. The surveys may be distributed to all Board Reps, and to House-Level Managers, AdCom Reps, staff, and Administrative Assistants, as the President deems appropriate.
- 10.04 For the first evaluation, the President shall summarize the results of the survey responses, noting which are mentioned frequently.
- 10.05 For the second evaluation, the President shall publish the survey responses verbatim, identifying respondents according to the following categories: as Board Reps (or AdCom Reps) in that Executive’s committee, Board Reps not in that Executive’s committee, staff, AdCom Reps, and other members.
- 10.06 Each evaluation survey shall explicitly state the manner in which the responses will be handled (i.e., printed verbatim or summarized, labeled or not, etc.).
- 10.07 During the summer, the Board AA shall conduct a review of the Summer President and the Summer Vice- President. The Board AA shall present this review before the summer compensation election at the last Summer Board meeting.
1.C.11. STUDENT EXECUTIVE COMPENSATION ELECTIONS
- 11.01 Compensation elections for BSC executives shall be held at the last Board meeting. Executives shall have the opportunity to explain their job performance with written and/or verbal responses.
- 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 For Vice Presidents: one half of the Board-controlled compensation shall be determined by the Board as a whole (based on their evaluation of the executive’s overall performance of duties), with the other half being determined solely by by Board members assigned to the committee chaired by the executive (based on their evaluation of the executive’s effectiveness as a committee chair).
- 11.04 The compensation election shall be conducted by the Board Administrative Assistant. The compensation ballots shall present the following options for each executive’s compensation: yes or no to full compensation and bonuses. Additionally, there should be space for Board members to indicate which executive chaired their committee for purposes of compensation as described in 11.03.
- 11.05 The ballots shall be signed by each Board Member or authorized substitute and presented to the Board Administrative Assistant (AA) at a designated time during the Board meeting. The AA shall count and record the ballots after the meeting in the presence of at least two board reps. The AA shall inform each executive of the election results as soon as possible. The results of compensation elections shall be published in the next Board Packet.
- 11.06 Each Board Member shall have one vote in compensation elections, and compensation shall be decided by majority vote.
- 11.07 For the President, the committee-controlled half shall be determined by a majority vote of Cabinet, after a closed discussion without the President. This vote shall be taken no later than the Cabinet meeting before the Board meeting in which the executive compensation elections are held.
Here is what a sample ballot could look like:
Executive Compensation Ballot
Please check “yes” or “no” for each executive’s compensation or bonus. Please also indicate which executive chaired your committee, and vote on their committee-controlled compensation.
|President - Daniel Kronovet|
|VP Capital Affairs - Arash Taheri-Lotfi|
|VP External Affairs - Alex Ghenis|
|VP Education & Training - Irais Lopez|
|VP Financial Affairs - Josh Weil|
|VP Internal Affairs - Lauren Beal|
|VP Internal Affairs - Ben Perez|
|VP Operations - Hava Edelstein|
|Your Committee Chair:|
Your name: _______________________
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 Board Representatives 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) House-level Managers, 2) Board Representatives, 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.
[Board approved 4/16/15.]