Our board bylaws govern how the board handles its meetings and responsibilities. The bylaws cover issues like how meetings can be called, who can attend, how the board reaches consensus and when it votes, how committees are created and more. The most recent version, adopted by the board in August 2002, is below:
Adopted by the KASC Board at its August 3, 2002, meeting
PURPOSE OF THESE BY-LAWS
1. These are the ground rules for how the KASC Board of Directors will conduct its business. They are subject to the rules set in the Constitution.
STANDARDS OF CONDUCT
2. Respect for Governing Documents. Each Director will act in a manner compatible with KASC’s constitution and these by-laws.
3. Respect for Board Discussions. Directors will share views politely and honestly during Board discussion and work to understand all perspectives. Directors who are absent during a discussion will share any concerns in a timely manner after learning of the decision.
4. Best Interest of the Association. In participating in KASC decisions, each Director’s purpose will be to achieve the Association’s mission. A Director who has a contrary financial interest in a matter the Board considers will explain the interest and not participate in that discussion or decision.
5. Respect for Board Decisions. After a decision is made, Directors will take care to describe it accurately in all discussions about KASC’s positions, and Directors will take care to be clear whether they are stating KASC positions or individual ones in any circumstance where there might be confusion. Where the Board determines that a matter will be kept confidential, Directors will honor that decision.
CALLING A BOARD MEETING
6. At the first meeting after each Board election, the President will announce dates for regular Board meetings during the next calendar year, including snow dates where appropriate. At any later Board meeting, the President may announce changes to the dates of future meetings.
7. If the President cancels a meeting or moves it to a snow date, the Executive Director will announce the decision on the Association’s answering machine and by e-mail.
8. The President may call a special meeting by:
a. Preparing a written notice of the date, time, place, and preliminary agenda for the meeting.
b. Delivering the notice to each Director, the Executive Director and the Associate Executive Director. The delivery can be made by e-mail, hand delivery, facsimile machine, or mail, but the method must be able to reach each person at least 24 hours before the meeting, and further ahead if at all possible.
9. The Executive Director will call a special meeting by the steps above if a majority of Directors asks for that to happen.
10. Every agenda for Board meetings will include:
a. Approval of the previous meeting’s minutes.
b. Approval of the current meeting’s agenda.
c. The name of the person submitting each other item.
d. Identification of each other item as for consent or for discussion and consent.
11. The preliminary agenda will be set in the following way:
a. Any person may submit items for inclusion on the agenda to the President.
b. The President will consult the Executive Director and Associate Executive Director on those items.
c. The President will prepare a preliminary agenda. If a submitted item is not included, the President will explain that decision to the person that submitted it.
d. The President will mail, e-mail, fax, or hand-deliver the preliminary agenda to the Executive Director.
e. The Executive Director will mail, e-mail, fax, or hand-deliver copies to each Director and staff member.
12. For regular meetings the steps in 11 above will be completed at least ten five business days before the Board meeting. For special meetings, they will be completed early enough to give all directors 24-hours notice of the meeting, and earlier if possible.
13. The Board will set its final agenda at the start of each Board meeting, following these rules:
a. At all meetings, the Board may change the order of items.
b. At all meetings, the Board may change items identified for consent into items identified for discussion and action.
c. At all meetings, the Board may subtract items from the preliminary agenda.
d. At regular meetings, the Board may add items to the preliminary agenda.
e. At special meetings, issues of concern may be discussed but no action taken on items not on the agenda.
OPEN AND CLOSED SESSIONS
14. In general, the KASC Board welcomes anyone who wishes to attend a Board meeting.
15. Exceptions to this welcome may be made when the Board needs to discuss:
a. The employment, compensation, evaluation, discipline or dismissal of an individual employee.
b. Matters where publicity could gravely impair the Association’s ability to achieve its mission.
16. When a Director believes one of those two circumstances is present, that Director will explain the general reasons and move that the Board go into closed session. A majority of Directors present must vote for that motion.
17. The Board may also decide, by majority vote of Directors present, to ask one or more persons to assist in its closed session deliberations. All other persons will be asked to leave the room.
18. During the closed session, the Board will:
a. Discuss only the topic announced in the motion.
b. Consult the Executive Director before taking any action during the closed session.
c. Decide whether the minutes of any action taken during the closed session are to be kept confidential.
d. Set a date when such confidentiality will be end, except that decisions on the evaluation and discipline of individual employees may be kept permanently confidential.
19. As soon as the Board returns to open session, the President will:
a. Announce any decisions that have not been designated to be kept confidential.
b. Give the Executive Director the flip chart copy of all decisions including those to be kept confidential.
20. Items identified on the agenda for consent will be decided by motion, second, and indication that all Directors consent.
If any Director does not consent, the item will be moved to the discussion and action portion of the agenda.
21. Items on the discussion and action agenda will be addressed this way:
a. The person submitting the item will introduce it.
b. Any Director may move that the board take an action on the matter. The motion will be written on a flip chart visible to all present, and the name of the Director making the motion will be written after it.
c. If another Director seconds the motion, that name will also be written after the motion.
d. After reasonable discussion, the President or a Director may ask whether there is consensus for a motion with a second.
e. When that question is asked, Directors will indicate whether they consent, need further discussion, or disagree.
f. If all Directors indicate consent, the President will declare that a consensus decision has been made, and the word “consensus” will be written after the motion on the flip chart.
22. If any Director indicates disagreement or need for further discussion, the President will remind the Board of the following options:
a. Continue discussion of that motion.
b. Ask for alternative motions on the issue.
c. Assign the issue to a committee for further consideration.
d. Set the issue aside for discussion at the next meeting.
e. Choose some other method for continued consideration of the issue.
f. Declare that the motion failed for lack of consensus and move to the next issue on the agenda.
g. Declare that a decision is needed at the current meeting in order to achieve the organization’s Statement of Purpose, and decide the matter by majority vote.
23. The Board will decide which action to take by consensus or majority vote.
24. After each Board meeting, the Executive Director will:
a. Prepare a typed copy of the motions and actions from the flip chart.
b. Sign his or her name at the bottom of the minutes.
c. Attach copies of any policy, plan, by-law, job description, budget, salary schedule or other document approved by the Board.
d. E-mail an unofficial copy to each member of the Board within 6 business days after the meeting, excluding any pages that show confidential decisions.
e. Mail a typed official copy to each member of the Board in the packet mailed before the next board meeting,
excluding any pages that show confidential decisions.
f. Place the original typed version in the official binder of Board minutes.
g. Bring the original flip chart version to the next meeting of the Board.
25. At its next meeting, the Board will review the minutes. If amendments are needed, they will be recorded in the minutes
of that next meeting. After amendments, the Board will approve the minutes.
26. Confidential portions of the minutes will be listed on a separate page, and that page shall be left blank in the copies sent to the board prior to the next meeting. At the meeting, the board shall review the official copy of those provisions, amend, and approve it. The Executive Director shall store the confidential portions in a way that preserves confidentiality but keeps accurate record accessible to the Board.
27. The Board will create committees by approving a charge for each committee that states:
a. The name of the committee.
b. The members of the committee, which shall include a staff representative.
c. The chair of the committee.
d. The questions the committee is to address.
e. If appropriate, persons the committee is to consult.
f. If appropriate, additional procedures the committee is to follow.
g. The types of reports the committee will provide to the board.
h. Dates when the committee will submit those reports.
i. Any Board decision-making authority that is delegated to the Committee.
28. Each committee will call meetings, set agendas, hold open and closed sessions, and make decisions by the methods listed above for the Board itself, except that the chair will act in place of the President.
29. Each committee will take minutes by the method listed above, except that:
a. The chair will designate a person to prepare the typed copy, sign it, attach documents, and forward minutes and attachments to the Executive Director within 6 business days after the meeting.
b. The Executive Director will e-mail an unofficial copy to all Directors within 2 business days after receiving them and file the typed version he or she received in the official binder of committee minutes.
c. The Executive Director will send official copies to all Directors within 20 business days after receiving them.
d. The person who prepares the typed copy will bring the original flip chart versions to the next meeting of the committee or the Board, whichever comes first.
30. Committees may also make decisions by e-mail, following these rules:
a. The chair will ensure that every member receives every e-mail that is part of the discussion.
b. Any committee member may move that the committee take an action on the matter. The motion will be stated in an e-mail sent to all members.
c. Another member may second the motion by e-mail sent to all members.
d. The chair will allow time for reasonable discussion, which will be not less than 48 hours from the time the motion is sent out, and longer if possible.
e. After time for reasonable discussion, the chair or any member may ask whether there is consensus for the
f. When the chair asks if there is consensus, members will indicate whether they consent, need further discussion, or disagree.
g. If all members indicate consent, the chair will send an e-mail to all committee members, the President, and the Executive Director that states the motion (using the words of the member who made it), the member who made the motion, the member who seconded it, and the presences of consensus.
h. The Executive Director will send copies of the e-mail decision to all Directors within 20 business days after receiving them and file the typed version he or she received in the official binder of committee minutes.
i. E-mail committee decisions must be made by consensus. When consensus is not possible, the committee
will report to the board on the difficulties and seek further guidance.
AMENDMENTS TO BY-LAWS
31. The Board will not amend these by-laws until after the motion has appeared twice in the preliminary agenda for Board meetings and the issue has been discussed during two meetings.