SOCIETY RULES COMMITTEE CONFERENCE CALL

Transcription

1 M I N U T E S SOCIETY RULES COMMITTEE CONFERENCE CALL January 8, :00 PM - 3:00 PM EST Note: These draft minutes have not been approved and are not the official, approved record until approved by the Society Rules Committee.

2 TABLE OF CONTENTS Society Rules Committee Meeting January 8, 2013 CALL TO ORDER... 1 REVIEW OF AGENDA 1 APPROVAL OF MINUTES 1 REVIEW OF ACTION ITEMS 2 UNFINISHED BUSINESS 2 Review of BOD Comments-ROB Electronic Meetings 2 Electronic and Physical Meeting Rules at Society Conferences 3 Review of Executive Session and Meeting Notice Rules (Attachment A) 3 ROB VS. Roberts Rules Regarding Executive Session (Attachment B) 3 Editorial Change to ROB Revised SRC Assignments 3 ROB MOP for Officers and Directors 3 Proposed ECC MOP and ROB Revision 3 Revisions to MOP Guidelines 3 NEW BUSINESS 4 Advocacy Committee Revised MOP 4 Advocacy Committee Revised ROB 4 SRC MOP Proposed Revisions COMMITTEE MBOs UPDATE 4 NEXT MEETING 4 ADJOURNMENT 4

3 PRINCIPAL MOTIONS Society Rules Committee Minutes January 8, 2013

4 ACTION ITEMS Society Rules Committee No. -Pg. Responsibility Summary Status 1-2 Billedeaux Meet with Mr. Culp to review the PubEd Council MOP and discuss revisions with Council subcommittee. 2-2 Cofer Clarify if Mr. Werkema s request to SRC to revise ROBs for position documents was approved at the last BOD meeting. 3-2 Bushby Revise wording under Meetings and Quorum to clarify the proposed rules for electronic meetings; send to Mr. Brandemuehl and then to SRC. 4-3 Graef Send proposed electronic and physical meeting rules at Society conferences back to Tech Council and ECC with a statement that it does not violate any rules and suggest that it be simplified. Ongoing 5-3 Bushby/ Brandemuehl 6-3 Bushby/ Brandemuehl Review Meeting Notice Rules and revise for SRC review prior to Dallas. Review and revise ROB vs. Roberts Rules Regarding Executive Session 7 3 Cofer Put editorial change made to ROB in the rules change log. 8-3 Graef Send proposed additions to the rules to the Finance Committee. 9 3 Graef Send the updated SRC assignments to SRC members Graef/Giesler Mrs. Graef will ask Mr. Giesler to send a note to Dr. Bahnfleth about his changes to ROB MOP for Officers and Directors 11 3 Giesler Revise the proposed ECC MOP and send to ECC. _ 12 3 Graef/Neme Add revisions to MOP Guidelines to the Dallas agenda. _ 13 4 Brundage Review the revised Advocacy MOP and send to SRC for review by the Dallas meeting Brundage Review the revised Advocacy ROB and send to SRC for review by the Dallas meeting Neme Add the SRC MOP Proposed Revisions to the SRC agenda in Dallas. _ 16-4 Neme Add the Committee MBOs Update to Dallas agenda. _

5 M I N U T E S SOCIETY RULES COMMITTEE CONFERENCE CALL Tuesday, January 8, :00 PM 3:00 PM EST MEMBERS PRESENT: Patricia T. Graef, Chair Steven T. Bushby, Vice Chair Michael J. Brandemuehl Charles H. Culp III Arthur L. Giesler Kirk T. Mescher Daniel C. Pettway, CO COUNCIL LIAISONS PRESENT: Donald M. Brundage, Tech Council COUNCIL LIAISONS ABSENT: Bruce Billedeaux, PubEd Council STAFF PRESENT: Gloria F. Cofer Mary D. Townsend Claire I. Neme CALL TO ORDER Chair Graef called the meeting to order at 1:03 pm on Tuesday, January 8, Members and staff attended as listed above. A quorum was present. REVIEW OF AGENDA Ms. Graef asked if there were changes to the agenda as presented. An item was added under New Business due to further changes that are needed to the Technology Council MOP. Items 5I, 5K, 5L and 5M would be moved forward to be discussed earlier in the call due to the presenter having to leave the call early. APPROVAL OF MINUTES Mrs. Graef called for approval of the September 12, 2012 SRC conference call minutes. Mr. Bushby made the motion and it was seconded (1) that the minutes of the September 12, 2012 Society Rules Committee meeting be approved. MOTION 1 PASSED (5-0-0-CNV)

6 Society Rules Committee Minutes January 8, 2013 Page 2 REVIEW OF ACTION ITEMS 2 2 Billedeaux Ongoing. Meet with Mr. Culp to review the PubEd Council MOP and discuss revisions with the Council subcommittee Cofer Ongoing Clarify whether Mr. Werkema s request to SRC to revise ROBs for position documents was approved at the last BOD meeting. AI 1 AI 1 AI 2 UNFINISHED BUSINESS Review of BOD Comments on Proposed ROB Electronic Meetings (Attachment A) Mrs. Graef reported that the proposed ROB Electronic Meetings as shown below was presented to the Board. Proposed Rules for Electronic Meetings Society business may be conducted using electronic meetings, where one or more member participates using electronic means such as a telephone, video conference, or webinar, subject to the following: A. All members shall have access to participate in the meeting either in person or through selection of an electronic medium that is readily available. Access to participate includes consideration of time zone differences. B. A member must be able to hear discussion and be provided an opportunity to see presentations, if any, in order to be considered a participant in the meeting. C. A member must be able to speak and be provided an opportunity to present information to other participants in order to be considered a participant in the meeting. D. Advance notice of meeting arrangements, agenda and discussion materials shall be provided to electronic participants in the same manner as those participating in person. Individuals attending a meeting electronically in a manner that meets these requirements are considered present for quorum and voting purposes. The BOD raised the following questions: A. We need a better definition of all members. Also who can access meetings and participate? What about electronic access Mr. Bushby suggested all members should be interpreted as all members of the body that is meeting. After a lengthy discussion about the narrowness of sections A., B., C. and D of the proposed rule, it was agreed that Mr. Bushby would write a revision under Meetings and Quorum to clarify the meaning of this proposed rule and send it to Mr. Brandemuehl and then to SRC. The revised wording is as follows: AI Meetings. Society business may be conducted by face-to-face meetings or electronic means. Sections A, B, C and D will be deleted.

7 Society Rules Committee Minutes-January 8, 2013 Page 3 Electronic and Physical Meeting Rules at Society Conferences This item was received from the Technology Council ECC Subcommittee. After some discussion regarding whether this item should be in the reference manual or whether it refers to TC meetings at Society conferences, it was decided that Mrs. Graef would take an action item to send this back to Technology Council indicating that it does not violate any Rules and suggest that it should be simplified. Mr. Brandemuehl added that only if Technology Council determines it should be placed in its reference manual, the details might be needed. Mr. Pettway agreed that this item be kept within Technology Council for the present. AI 4 Review of Executive Session and Meeting Notice Rules (Attachment B) Rules for Executive Session and Meeting Notice During the Board meeting in October, 2012, it was noted that a conflict exists between the Rules of the Board and Robert s Rules of Order regarding the notice required to call executive session and who can attend meetings. After further discussion, it was agreed that this item will be reviewed again and revised offline by Mr. Brandemuehl and Mr. Bushby prior to the Dallas meeting and will be sent to SRC for review. AI 5 ROB Versus Roberts Rules of Order Newly Revised Regarding Executive Session (Attachment C) There was discussion during the October BOD meeting as to who calls executive session, the chair or the committee and the conflict between ROBs and Roberts Rules of Order. It was suggested by SRC that there is no problem if the ROB conflicts with Roberts Rules because the ROB may override Robert s Rules. After further discussion, it was agreed that Mr. Bushby and Mr. Brandemuehl will review and revise this recommendation and send it to SRC for review prior to the Dallas meeting. AI 6 Editorial Change to ROB Mrs. Graef indicated that Ms. Cofer would make the editorial change to ROB and place it in the rules change log. AI 7 Program Based Budgeting (Attachment 5B) Mrs. Graef will send proposed additions to the rules to the Finance Committee. AI 8 Revised SRC Assignments Mrs. Graef will send SRC members updates to the SRC assignments. ROB MOP for Officers and Directors Mr. Giesler will draft a note to Dr. Bahnfleth regarding his editorial change to ROB MOP for Officers and Directors and will add this to the Dallas agenda. AI 9 AI 10 Proposed ECC MOP and ROB Revision Mr. Giesler will revise the proposed ECC ROB by moving the roadmap to the MOP and changing two vice chairs to one vice chair and move this item to the last part of the ROB. Send the revisions back to ECC. AI 11 Revisions to MOP Guidelines Mrs. Graef asked staff to add this item to the Dallas SRC agenda. AI 12

8 Society Rules Committee Minutes-January 8, 2013 Page 4 NEW BUSINESS Advocacy Committee Revised MOP Due to time limitations on the conference call, Mrs. Graef indicated that Mr. Brundage will review the Advocacy MOP and send it to SRC for review. AI 13 Advocacy Committee Revised ROB Due to time limitations on the conference call, Mrs. Graef indicated that Mr. Brundage will review the Advocacy ROB and send it to SRC for review. SRC MOP Proposed Revisions This item was deferred to the SRC agenda in Dallas. AI 14 AI COMMITTEE MBOs UPDATE This item was deferred to the SRC agenda in Dallas AI 16 NEXT MEETING The next SRC meeting will be held on Tuesday, January 29, 2013 from 2:00-5:00 pm in Majestic 2 (H37) at the Dallas Sheraton Hotel. ADJOURNMENT The meeting adjourned at 4:03 pm. Respectfully submitted, Gloria F. Cofer, Secretary cc: Board of Directors Staff Directors Attachment: A. Review of BOD Comments Electronic Meetings B. Review of Executive Session and Meeting Notice Rules C. Review of ROB Versus Roberts Rules of Order Regarding Executive Session

9 Attachment A SRC Minutes 2013 Jan 8 Proposed Rules for Electronic Meetings Electronic Meetings Society business may be conducted using electronic meetings, where one or more member participates using electronic means such as a telephone, video conference, or webinar, subject to the following: A. All members shall have access to participate in the meeting either in person or through selection of an electronic medium that is readily available. Access to participate includes consideration of time zone differences. B. A member must be able to hear discussion and be provided an opportunity to see presentations, if any, in order to be considered a participant in the meeting. C. A member must be able to speak and be provided an opportunity to present information to other participants in order to be considered a participant in the meeting. D. Advance notice of meeting arrangements, agenda and discussion materials shall be provided to electronic participants in the same manner as those participating in person. Individuals attending a meeting electronically in a manner that meets these requirements are considered present for quorum and voting purposes. Board Comments Electronic Meetings 1. When you say "all members", is this all Society members? Need better definition of who must be notified and how. 2. This rule would not apply to workgroups. Give guidance to committees that divide into smaller groups, that this is not an excuse to have private meetings. 3. Cannot limit space for these meetings. All interested parties must be able to participate. 4. Need to know who is on the call. 5. For RAC meetings, confidentiality must be possible. 6. The last clause should be moved to the top so that it is understood from the beginning that the requirements are for the establishment of a quorum and to validate the decisions made at the meeting. 7. "There are too many moving parts"

10 Executive Session and Meeting Notice Rules Attachment B SRC Minutes 2013 Jan 8 Excerpt from BOD Minutes, October 26-27, 2012: Rules for Meeting in Executive Session Mr. Werkema stated the issues that have come up in Technology Council need to be resolved but the answers will probably affect other committees. He asked what kind of notice is required for executive session to be called. Mr. Pettway expressed concern about limiting the chair s power to call executive session. Dr. Balaras will report these comments to Technology Council and ask SRC to develop proposed rule changes if needed. Mr. Littleton noted a conflict between the Rules of Board and Robert s Rules of Order related to who calls an executive session and suggested that SRC review this. AI 45 AI 46 * * * * * EXECUTIVE SUMMARY Background on Issues Relating to Possible Procedure Changes on Open Meetings, Meeting Announcements, and Executive Session October 27, 2012 Should ASHRAE require that all meetings (including interim meetings and conference calls) or a select subset of committee 1 meetings comply with the following requirements: 1. All meetings must be announced in advance to allow for observers to participate 2. All meetings must be open for any directly and materially affected parties to join as observers (on a space available basis, perhaps at a cost to ASHRAE) 3. Entering into executive session should be appropriately approved by the committee, and shall be very limited for conditions that may be discussed in such The above requirements may be particularly important for certain areas within ASHRAE, such as standards and guideline project committees (PCs) and technical committees (TCs). BACKGROUND A complaint was received from a member that a subcommittee of a TC was holding meetings that were not announced nor were all meetings held in open session. In response, the TC leadership noted that some of the rules did not explicitly apply to subcommittees and those rules were for meetings held at Society meetings. 1 The term committee here is used in the broadest sense to describe all bodies: committees, subcommittees, councils, ad hocs, boards, etc.

11 Upon closer review, it was decided that some clarification to the rules would be helpful so that the interpretations would be consistent. TAC is considering some changes to the TC MOP that would address these issues in a manner similar to that shown below and make the TC rules consistent with the PC rules. Additionally, the Rules of the Board (ROB) could be clarified as well. One such possible change is shown below. Note that this ROB change has not been processed through TAC or Technology Council because it would impact committees beyond Technology Council s domain. Possible ROB Change: Council and Committee Meetings (from Volume 2: Standing Rules General Rules, Board, Council and Committees) / / /R / / Unless otherwise stipulated below, standing bodies are expected to meet at the winter and Annual meetings. In-person Mmeetings beyond those authorized may be called by the chair with the approval of the Society President or Coordinating Officer. Council and Committee chairs and subcommittee chairs have the authority to call for interim electronic (teleconference & web) meetings as required. All members of the Council or Committee, however, will be notified at least 7 days in advance of any interim electronic meetings and given an opportunity to participate. Standing committees and special committees normally have their final meeting for the administrative year at the Annual Meeting Executive Session Meetings of standing bodies are open, on a space-available basis, to observation by directly and materially interested persons who are not members of the body all members of the Society unless noted otherwise. When there is a discussion of a sensitive issue, proprietary, or of a personal nature, Executive Session may be entered limiting attendance to members of the body and to those invited by the chair after a request to do so from a member of the body is made in an open session, and approved by a majority vote. the chair may declare an Executive Session, during which only members of the committee and such other individuals invited by the chair shall be present. BACKGROUND: The proposed changes formally recognize the current practice of holding electronic Council and Committee interim meetings between the Society s winter and Annual meeting on an as needed basis and the need for the chair to have the authority to do so, that members are notified in advance, and that these meetings are open to observation by directly and materially interested persons who are not members of the body, except as limited by available space and executive session procedures. If the above changes are not made, should there be an exception noted in the ROB that the PC and TC MOPs may have more stringent rules so that there is no misunderstanding about the ROB having different requirements?

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