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Standard Operating Procedures of the Board 
 
 

Meeting Times & Frequency

The Board of Directors will meet the Thursday of every month.  Where the ebb and flow of the seasons affects the community health study activity (i.e., July and August vacation time), the board may change the frequency of the board meetings to ensure quorum and substantive discussion.


Meeting Place

The Secretary will determine the meeting place and communicate it to board members via the agenda.


Agenda / Reporting Mechanism

The agenda will be set by the vice-chair in conjunction with the secretary and will be distributed one week in advance of each meeting.  The agenda will be issued within the board package.
Both board members and alternates will receive the Board package.

 
Quorum

Quorum will be 50% plus one of the total Board members.


Audience

The board meetings will be open to the public.  The board may choose to meet ‘in-camera’ for the following reasons:

In-Camera Proceedings

The Rules of Procedures will also apply to in-camera sessions, save for the following:

• No minutes shall be taken during in-camera proceedings, except to record motions passed by the Board

Board members and their alternates (should they also be in attendance) – both full members and ex-officio - will sit in on the in-camera sessions as will the IPO.  The Observers will not sit in.


Voting / Decision-making

Decision-making will be one of two ways:

1. Consensus – The chair will canvas board members on a given issue and will lead a problem-solving discussion to achieve consensus.  Consensus is different from other kinds of decision making because it stresses the cooperative development of a decision with group members working together rather than competing against each other. The goal of consensus is a decision that is consented to by all group members. Of course, full consent does not mean that everyone must be completely satisfied with the final outcome - in fact, total satisfaction is rare. The decision must be acceptable enough, however, that all will agree to support the group in choosing it.

Consensus will exist when each member can say:

• I have had the opportunity to voice my opinions
• I believe the group has heard me
• I can actively support the group's decision as the best possible at this time, even if it is not my first choice and

Consensus decision making requires:

• Sufficient time to explore all the information and opinions
• Strong facilitative leadership
• Members willing to contribute their views and discuss their reasons
• Commitment and effort to develop an atmosphere of honesty and openness in the group
• Willingness to confront and resolve controversy and conflict"

Upon canvassing the board, the Chair will call a consensus if he / she sees that one exists.  Where one or more person disagrees with the Chair’s view, a vote by show of hands will be undertaken and the details of the vote recorded in the meeting minutes.  Where consensus cannot be reached, a different decision-making method will be used.

2. Vote – The chair will take a vote on a given issue.  Board members will indicate their vote by raising their hands.


Attendance

A board-attendance problem occurs if any of the following conditions exist in regard to a board member's attendance to board meetings:

  • The member (and the named alternate) or the Independent Process Observer (IPO) has two un-notified absences in a row (“un-notified” means the member did not call ahead to the Secretary within working days before the upcoming meeting to indicate they would be gone from the upcoming meeting).
  • The member (and the alternate) or IPO has three notified absences in a row.
  • The member (and the alternate) or IPO misses one third of the total number of board meetings in a twelve-month period.

If a board-attendance problem exists regarding a member, the Chair will promptly contact the member or IPO to discuss the problem. The member’s response will promptly be shared by the Chair with the entire board at the next board meeting. In that meeting, the board will decide what actions to take regarding the board member’s or IPO’s future membership on the board. If the board decides to terminate the board member’s or IPO’s membership, termination will be conducted per this policy. The board will promptly initiate a process to begin recruiting a new board member or IPO.

Note: Attendance requirements do not apply to Observers.


Duties and Privileges of Board Members

No motion shall be debated or put unless it is in writing and seconded.  For the purpose of this rule, the motion maybe dictated to and recorded by the Secretary.

No Board member may speak more than twice on the same issue, except the mover, who shall have the right to reply when all the other speakers are finished.

No board member shall resist the rules laid out in the Board Manual or disobey the decision of the Chair or of the Board on questions of order, or practice.

No decisions of this Board shall be reconsidered, suspended, amended or rescinded without a vote in favour of doing so, supported by two-thirds of the members present.

In all unprovided cases in the proceedings of the Board, Roberts’ Rules of Orders and Lambton Country Procedural Manual shall apply and be used as required.


Reporting

Chair Reports

The board chair will present a monthly report to the board detailing any and all actions he or she has taken since the last meeting. 


Independent Process Observer Reports

The IPO will present a monthly report to the Board for their information, outlining his or her activities and observations since the last meeting.  The Board may ask questions about the report, but it is not for their approval, merely for their information.

The IPO’s report will be available to the public and will be distributed by the Secretary.

Technical Working Group / Committee Reporting

All committees will present a monthly report, whether activity occurred or not.  It will be put into the board package that will be received by each board member one week prior to the meeting. 

Public Input

A mechanism will be created and run by the Secretary by which members of the public can ask questions, provide feedback or request a presentation to the board.