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Board of Directors Policy

(Updated/approved by the Board 05/11/2004)

Introduction

This policy sets the rules and timelines that the Board of Directors (the Board) and the individual members of the Board (Directors) of Students Cooperative Association (SCA, the co-op) must obey and follow. Where a contradiction arises, this policy in no way supercedes any other policy or by-law of the co-op, or legislative act that the co-op must follow.

Purpose and Authorities of the Board of Directors

  • The control and management of the affairs, funds, and property of this corporation shall rest in the Board of Directors.
  • Boards serving during Fall, Winter, and Spring Terms shall be given full powers to act on behalf of the corporation, within guidelines set forth in the by-laws and job descriptions.
  • The responsibilities of the Summer Board shall be determined by the Spring Board. Should the Spring Board fail to address this issue, then the Summer Board may not change member fees, and any policies and rules established by the Summer board shall be applicable only to that summer term.
  • At the beginning of each term, the general membership shall review policy work done by the board during the previous term, and make changes if necessary.

Membership in the Board of Directors

  • The Board shall be made up of two types of Directors: Corporate and House. All Directors shall be student members of the corporation.
  • All Directors holding corporate positions shall fill that position for a period of one year. Corporate Directors are as follows:
    • Chairperson/President
    • Speaker/Vice-President
    • Corporate Treasurer
    • Corporate Secretary
    • Corporate Membership Coordinator
    • Corporate Maintenance Coordinator
    • Corporate Harassment Coordinator
  • All Directors holding house positions shall fill that position for a period of one term. House Directors are as follows:
    • House Presidents (one from each house)
    • House Representatives (one from each house)
  • Any Corporate Director may leave for summer term and resume his/her duties in the fall. Substitutes shall be either a member elected by the General Membership for the summer term only or another member of the Board assuming the additional duties of the absent Director as authorized by the General Membership. Directors elected in the Summer shall serve for that term only.

Meetings of the Board of Directors

Day, time, and location of the meetings

Board meetings will be once a week during the academic terms unless there is no business to transact or information to share, but in any event will be held at least once a month. No board meetings will be held during the first and last week of each term unless an emergency situation exists; also, no board meetings will be held during school interim breaks unless an emergency situation exists. The location of the meeting shall rotate, with each house hosting a meeting every third board meeting.

Determining and posting the meeting Agenda

At each meeting, there shall be standard agenda items. These standard items shall be as follows: review of agenda; approval of previous meeting minutes; officer and staff reports; and announcements.

Any additional item or proposal to be discussed at the board meetings shall be brought to the attention of the SCA Chairperson at least 48 hours in advance of the actual meeting. Proposals shall be in writing, following the approved proposal format, and shall be given to the Chairperson at least 48 hours prior to the board meeting. The Chairperson shall post the agenda every week at least 48 hours prior to the meeting, giving date, time, and location of meeting, as well as items to be discussed.

The Board Packet

  • The purpose of the Board Packet is to increase the efficiency of the Board Meetings. It allows Directors and the general membership to be better informed as to what will be discussed at the meeting and to gather questions or comments to be presented to the board during the discussion.
  • The Board Packet shall contain the following information:
    • Agenda showing date, time, location of the meeting, and a list of all items to be discussed.
    • Minutes from the previous board meeting and general membership meeting (if applicable).
    • Copies of reports, all proposals, and other items to be discussed at the meeting.

Procedure

    • Any Director or member who has a proposal or other item to be discussed shall submit the item in writing to the Chairperson 48 hours before the next board meeting.
    • The Chairperson shall then prepare the packet as follows:
      • Type or write up the agenda showing the date, time, location of the meeting, and all reports, proposals, and other topics to be discussed.
      • Put all items in the following order, and number the pages:
        • Agenda with names for distribution written on top
        • Minutes from previous board meeting
        • Minutes from previous general membership meeting (if applicable)
        • Written reports in order as shown on agenda
        • Proposals in order as shown on agenda
        • Other items as shown on agenda
        • Finally, any board-only documents (account balances, etc.) that are clearly marked "BOARD ONLY" **

Note: These are confidential documents that because of legal reasons should not be posted, as non-members could also have access to them. Any SCA member can see this information by asking their house reps.

    • The Chairperson shall give the prepared packet to the Office Helper for photocopying and distribution 48 hours prior to the actual meeting. We use only recycled paper, and the packets should be double-sided and copied on the corporate copy machine.
    • A packet shall be distributed to each member of the Board and the Business Manager, and one copy posted in each house.
  • Rules of Order
  1. A Director who is unable to attend a board meeting must notify the Chair at least 48 hours prior to the meeting. Failure to do so may result in job fines levied by the Chair.
  2. All decisions made by the Board of Directors will be made through the consensus process.
  3. A simple majority of Directors (half of all filled positions, plus 1) must be present to constitute a quorum for Board Meetings. A smaller number may meet to hear reports, but no decisions can be made. Also, a smaller number may adjourn the meeting to another time and date.
  4. In order to discuss a proposal submitted in time for the Board Packet, either the proposal writer/sponsor must be at the meeting to present the proposal, or another representing the proposal writer/sponsor. If no sponsor or representative is present, the proposal will not be discussed.

Board Planning Policy

(new/approved 5/20/97)

  • Planning Sessions: The Board shall be required to hold two planning sessions: one at the beginning of each term (within the first two weeks) and one at the final board meeting of the term to evaluate plans for SCA and the Board of Directors. The SCA Chairperson is directly responsible for implementing these sessions. These sessions may be scheduled for a block of time during the board meeting itself or at a different time when everyone can attend. All corporate positions and the Business Manager are required to attend scheduled planning sessions.
  • Planning Duties:
    • At the first planning session of the term the Board shall:
      • Re-evaluate brainstorm ideas from the previous term, choose ideas that best suit the current needs of SCA, and use these ideas to formulate a calendar of events for the upcoming term (or even the entire year).
      • Make a calendar for the term and/or year outlining the dates of the following activities: board meetings, committee meetings, fee payments, 30-day notices, move-in and move out, and any other important dates. This calendar should be visible in all SCA houses, the SCA Business Office, and on the SCA Corporate Bulletin Board.
      • Write a letter to the General Membership which includes the following: minutes documenting the past terms evaluation; calendar activities; and reports on all committee business.
    • At the second/final planning session of the term the Board shall:
      • EVALUATE the proposals, events, actions, and ideas from the past term, using the following criteria:
        • Was this proposal, event, action, or idea a hinderance to the SCA?
        • Was this proposal, event, action, or idea open to General Membership input prior to the Board's approval or action?
        • Was this proposal, event, action, or idea implemented with the idea of benefiting the SCA as a business entity?

The Secretary shall keep strict minutes of this evaluation so that it can be relayed to the General Membership in the letter to the General Membership.

    • BRAINSTORM ideas for the following term. The Secretary shall list all ideas down so that the ideas can be re-evaluated at the beginning of the following term. It is the Secretary's responsibility to ensure that s/he has all ideas and to have an agenda item titled "Brainstorm Review" for the first planning session of the following term.

Board Retreats

This section was eliminated May 11, 2004

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