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Meetings of the Board of Directors

The purpose of the Meetings of the Board of Directors is carry out the business of the organization.  The Bylaws and Standing Rules outline items and thresholds which require Board approval.  Ideally, motions are brought to the Meeting of the Board of Directors fully fleshed out with information about any costs, impact on the organization, method that the organization will execute on the motion, and address any other factors that impact the running of the organization or the execution of the motion.  While a Meeting of the Board of Directors should have debate and discussion, the goal is to have all of the details provided so that Directors can make an informed decision ahead of time.

Making a Motion

Any Director of Officer of the Corporation may put forward a motion for consideration at a Meeting of the Board of Directors.  Members wishing to put forward a motion at a Meeting of the Board of Directors should do so through a Director.  

The format of an agenda item is shown below:

Item# <Short Name of Item> (Submitters Name

Newly proposed agenda items appear in the consent agenda. Any member present at the meeting may pull an item out of the consent agenda for discussion, at which point it goes under "New Business". If nobody objects to the solutions presented by the consent agenda, everything in the consent agenda passes by consensus. Items that have more than one proposed solution should be moved to the "New Business" section.

Any member may edit the "NEXT Meeting of the Board of the Directors - Agenda/Minutes" in the Board Meeting wiki page and place an item on the agenda. However, discussion of agenda items should be done via Slack. The cut-off time for addition to or revision of the consent agenda items is 48 hours prior to the meeting. Please note, agenda items (Consent, New, or Old) that request spending $250 or more must include a section on "Relevance to our tax exempt purpose".

The format of an Agenda Item is listed below.

Item# <short name of item> (Submitters name)

Problem: Description of the problem that needs to be solved
Solution: Solution of the problem including the budget, time frame and advantages over current solution
Relevance to our tax exempt status: Does If over $250, does this help us gain additional members, expand programming, etcimpact the mission of Makersmiths or tax exempt status.
Proposed Motion: What is the actual motion being submittedThe specific wording of the motion itself.  For example voting to spend XXX on YYY or Voting to change rule AAA to rule BBB, etc.Its a good idea to attend the board meeting so you can present the motion and be there for any discussions:

  • Move that the XXX be appointed as the YYY committee chair.
  • Move that XXX be given an Complimentary Membership to expire on YYY.
  • Move that a budget of $XXX be created for the purpose of YYY. 
  • Move that the rule on XXX be amended to read YYY in the Standing Rules.

7 Day Notice for Motions

The Bylaws state that motions must be made at least 7 days prior to the Meeting of the Board of Directors.  The purpose of this is to ensure that Directors have time to review and ask questions about the motions prior to the meeting.  There are ways to introduce motions with fewer than 7 days notice which are covered in the Bylaws.

Consent Agenda

The purpose of the Consent Agenda in the Board of Directors Meeting is vote on multiple items concurrently which are expected to pass with little or no discussion required.  Examples of motions that have fallen into this category in the past were renewal of a complimentary membership or approval of the annual tax filing where the document was shared with Directors prior to the meeting for review.  By default, proposed agenda items typically go into the Consent Agenda first unless the Director proposing the motion believes it likely that the motion will require discussion and debate, in which case they may request that the motion goes directly into the New Business section of the agenda.  If during the Consent Agenda portion of the meeting, there is any substantive discussion on the motion required, the Chairperson will move the motion to the New Business section of the Agenda.  

New Business

The New Business section of the agenda is for motions which require debate/discussion amongst the Directors, either because they were placed there prior to the meeting or because they were moved from the consent agenda during the meeting.