UW-Extension Governance Groups Meeting Management

Philip Freeburg

Mary Detra

Dan Hill

November 15, 2013 via WisLine Teleconference

Intent of Open Meetings Law

The Open Meetings Law is meant to ensure:–Advance public

notice of meetings,

–meetings are open and accessible to the public, and

– closed sessions are limited.

Bodies subject to the law

– local governing bodies of general and special purpose units of government,

– their committees, commissions and boards,

– special study and advisory committees (including citizen members), and

– corporations created by a governing body, its committees, other sub-units or officials.

Meeting definedMeeting = a gathering

of members of a governmental body for the purpose of exercising its responsibilities.

A meeting occurs when both a purpose test and a numbers test are met.

The Two TestsNumbers test =

enough members of a body are present to determine the outcome of an action

Purpose test = discussion, information gathering or decision-making on a matter within the jurisdiction of the body.

Numbers Test

–By statute, if one-half of the members of a body are present, there is a presumption that a meeting has occurred, unless the purpose test is not met.

–A lesser number of members may meet the numbers test if they can affect the outcome.

Quiz Question

• Are these Academic Staff Council members in violation of the open meetings law?

A. No. They are in a restaurant, not in a government building where meetings are scheduled.

B. No. They are having too much fun to be discussing Council business.

C. Maybe. It depends on how large their committee is.

D. Maybe. It depends on what they are talking about.

E. C and D above.

Special CasesWalking Quorum--A series of phone calls,

e-mails or conversations to “line up votes” or conduct other business, known as a walking quorum, violates the law.

Phone conferences may constitute a meeting if the numbers and purpose tests are met.

Public Notice Requirement• Every meeting shall be

preceded by public notice.– Separate notice for each

meeting.

Public Notice: What?

• Time• Date• Place• Subject Matter

Public Notice: What?Subject Matter

• Apprise public of what will be deliberated.• Generally, only

noticed agenda items may be discussed.

• Specific.

A. Other business.

B. New business.

C. Other business as allowed by law.

D. Creation of a committee to investigate performance review procedures.

E. Unfinished business.

Which of these is an appropriate agenda item?

Public Notice: When?

•At least 24 hours prior (2 hours prior for good cause).

Public Notice: To Whom?

• Post in designated location on first floor of Extension Building.

•Must provide notice to any media requesting it.

Public Notice: By Whom?

• Chief presiding officer.

• Or designee.• Ultimate responsibility

rests with the chief presiding officer. NOT

Permitted closed sessions

Closed sessions are limited to those authorized by statute.•Deliberations concerning a judicial

or quasi –judicial “case”

•Certain personnel matters including employee discipline and licensing

•Considering the granting or denial of tenure

•Ethics advice

Closed session procedures

On the public notice. Convene in open

session. Announce authority

and purpose of proposed closed session.

Close session by a majority vote.

Closed session procedures

Objecting supervisors, personnel essential to closed discussion and members of parent body may remain.

Limit discussion to announced items.

Do not reconvene in open session unless there has been prior public notice.

A. The employee being evaluated.

B. Committee members who voted against going into the closed session.

C. The Secretary of the Faculty and Academic Staff.

D. A reporter from the campus newspaper.

Who may not be excluded from a closed session of a committee?

Votes and Ballots

• Vote in open session unless the vote would compromise the need for the closed session.

• Motions and roll call votes must be recorded, preserved and open to public inspection.

Meeting minutes should document:– proper notice,– reasons for closed sessions, and – related motions, votes and procedural

requirements.

Votes and Ballots

• No secret ballots, except election of officers.

• Any member may request that a vote be taken so that the vote of each member is ascertained and recorded.

Open Meetings Law Violations

A court may void a decision made at an illegal meeting if the public interest in enforcement of the Open Meetings Law outweighs public interests in sustaining the decision.

Penalties

Any member• $25-$300 non-

reimbursable forfeiture.• Attorney’s fees may or

may not be reimbursable.• Loss of public trust.• Personal embarrassment.

Agenda

Purpose of the Agenda

• Sets the expectations for the members of the governmental body and the public.– Items of business that will be addressed.– The order in which they will be considered.

Who Sets the Agenda?

• Presiding officer, or designee, is responsible for developing the agenda and noticing the meeting.

• Committees have varying procedures regarding how agenda are developed.

• Advisable to have written procedures.

Who Sets the Agenda?(Alternatives for Committees)

• Left to discretion of each committee chair.

• Chair and “secretary” develop agenda jointly.

• Topics generated at end of each meeting.

Accessing the Agenda

• No matter what approach is taken…– Individual members should know procedures

for contributing items to the agenda of an upcoming meeting.

– Members can order that items be placed on the agenda of a specific future meeting.

Common Elements and Sequence• Call to order• Roll call (establish a quorum)• Certification of compliance with the Open Meetings Law• Approval of the agenda• Reading and approval of minutes• Reports of officers and standing committees• Reports of special (select or ad hoc) committees• Unfinished business (avoid this heading) and general orders• New business• Topics for upcoming meetings and set next meeting date• Adjourn

•Note: Italicized items are not specified in RONR

Elements and Sequence (continued)

• Call to order

• Roll call– In small boards and committees a roll call is not

necessary, simple statement that a quorum is present.

• Certify that the meeting was properly noticed (Do not vote on this item.)

Elements and Sequence (continued)

• Approve Legally Noticed Changes in the Agenda– Simply means we agree to take up the items

and address them in the order presented.– Not an opportunity to review the items and add

new ones.

• Approve Minutes of the Previous Meeting– If sent in advance should take no more than a

minute.

Elements and Sequence (continued)

• Unfinished business– Not necessarily listed on agenda this way.– Subject matter brought up at a previous

meeting, but needs further discussion or action.• Items tabled, postponed, referred to a committee

• Items that will rescind or renew an action previously decided.

• These all need to be specified on the agenda.

Elements and Sequence (continued)

• New business– Should not be listed on the agenda in this way.

– Do not use other “catch-all” phrases such as “Other business,” “Any other business that may properly come before the committee,” or “Any other business as allowed by law.”

– Not an opportunity to address items not on the agenda. Simply a category that includes subject matter that the body has not taken up at a previous meeting.

Elements and Sequence (continued)

• Set next meeting date– Opportunity to decide/recommend what items

should be on the agenda for the next meeting.

• Adjourn

Elements and Sequence Additional Thoughts

• Not required to follow the sequence in RONR.

• Logic often dictates which items should come first.

• May want to list in order of importance.

• Reports– Another area with potential for violating the OML—list subject

matter of the report on the agenda.

Other Information to Include

• Committee• Meeting date• Time• Place• Reason for meeting (regular/special)

Next Steps…

• Email the meeting notice to Mary Detra or Judy Ballweg by noon on Thursday before the meeting date.

• If changes are made to the notice after it is sent.

• Send to Mary and Judy the complete “revised” notice. Include annotation on the revised agenda.

The Sources of Procedural RulesThe Sources of Procedural Rules

• State statutes• Local rules• Robert’s Rules of Order

Get in MotionGet in Motion3.

Motion Seconded

2. Make

Motion

1. Obtain Floor

4.Chair

Restates

5.Members Debate

6.Put to Vote

7.Members

Vote

8.Result

Announced

1. Obtain Floor1. Obtain Floor

• Typically, raising hand.• Called upon by presiding officer.

2. Make Motion2. Make Motion

• Proposal to take action.• “I move that…”• Clearly stated.

• Don’t make negative motions. • Make positive motions.• “ So Moved ”

3. Motion Seconded3. Motion Seconded

• By another member.• Worthy of debate.• Needed to advance.

3. Motion Seconded3. Motion Seconded

• By another member.• Worthy of debate.• Needed to advance.

• Ad hoc second.• Not needed if committee recommendation.

4. Chair Restates4. Chair Restates

• Clarifies.• “It has been moved and seconded that…”

• Transfers ownership of the motion to the body.

5. Members Debate5. Members Debate

• Fine tune the motion.• May occur prior to a motion.

Side Trip on DebateSide Trip on Debate

• Debate• Discuss• Problem Solve

• Focus on THIS topic—not last week’s vote.• Address comments to presiding officer.• Listen to understand.

You are presiding. After lengthy debate a member says, “I call the question.” What should you do?

A.Stare with amazement at the member who knows so much about parliamentary procedure.

B.Stop debate and take a vote.

C.Make sure the board is ready to vote.

D.Hand the gavel to the secretary.

E.Raise your eyebrows and ask, “What should I call the question?”

6. Put to Vote6. Put to Vote

• “I call the question.”• Ending debate.• Chair prompts.

• “Any further discussion?”• “Are you ready to vote?”• “Any new points, before we vote?”

• Presiding officer may not end debate on his/her own.

• Presiding officer restates the question and effect of a “yes” or “no” vote.

7. Members Vote7. Members Vote

• Votes can be taken in a variety of ways.• Ask for votes on both sides.

8. Result Announced8. Result Announced

• Presiding officer announces results• Motion carried or failed.• Number of votes on each side, if known.• Effect.

Robert’s Rules of OrderRobert’s Rules of Order

• Ownership of the motion• No “friendly amendments.”• No single-handed withdrawal of a motion.

• Unanimous consent.

4.Chair

Restates

Robert’s Rules of OrderRobert’s Rules of Order

• Only one MAIN motion can be pending at any given time.

• Other classes of motions take precedence over main motions.• Subsidiary, privileged, and incidental

• Body as a whole must agree to end debate.

• 2/3rds vote required to suspend rules and close debate.

5.Members Debate

Robert’s Rules of OrderRobert’s Rules of Order

• Decisions can be reviewed• Renew, rescind, amend.• Reconsider

• Moved by a member who voted with prevailing side.• Must be moved in a timely manner.• Reopens debate; it does not change the decision.

• Contracts are still binding.

2. Make

Motion

Chairperson’s ResponsibilitiesChairperson’s Responsibilities

• Chairperson is responsible for the agenda.

• Members may place items on agenda.• What about voting?

The chair of a governance body:

A.Votes on all questions, unless there is a conflict of interest.

B.Votes only in case of a tie.

C.Votes only when it will anger none of the members.

D.Should not vote. This maintains the appearance of impartiality.

Chairperson’s ResponsibilitiesChairperson’s Responsibilities

• Chairperson is responsible for the agenda.

• Members may place items on agenda.• Chairperson has all the rights of

participation, including making and seconding motions, and voting.

• Chairperson is responsible for administering the group’s deliberations.

Chairperson’s ResponsibilitiesChairperson’s Responsibilities

• Announces issues and keeps members on track.

• Restates motions for clarity.• Recognizes members.• Seeks balance.• Enforces group’s rules.• Asks for votes on each side and

announces outcome.

MotionsMotions

• Required on substantive issues.• Avoid negative motions, accepting

informational reports, reaffirming existing policy.

• Should be stated fully and repeated by chairperson, once seconded.

• Must be seconded, unless incidental.

Additional Key PointsAdditional Key Points

• Quorum must vote.• Not required to vote.• Conflicts of interest must be disclosed.

Minutes

Purpose of the Minutes

• The official record of the proceedings of the governing body.– Accurate record that a meeting was held.– Captures the substance of the official action

taken by the body.

What to Record

• Legal requirement– “Substance” of proceedings.

• Roberts Rules of Order, Newly Revised (RONR)

• These offer guidance, but are not prescriptive.

What to Include from the Statutes

• “Substance”—an intelligible abstract or synopsis of the essential elements of the official action taken by a local governing body, including the subject matter of a motion, the persons making and seconding the motion and the roll call vote on the motion. { 985.01(6) }

RONR Recommendations

• Kind of meeting.

• Name of the organization.

• Date, time, and place of the meeting.

• Name of the presiding officer and the secretary, or their substitutes.

• Members present and establishment of a quorum.

RONR Recommendations (continued)

• Action on the minutes of the previous meeting.

• Exact wording of each motion, the name of the maker, and whether it passed or failed.

• For reports, the name of the committee and the reporting member.

• The hour of adjournment.

What Not to Include, According to RONR

• Opinion or interpretation of the secretary.

• Judgmental phrases—”members expressed total confidence”, “lengthy report.”

• Discussion.

• Motions that were withdrawn.

• Detailed reports.

Core Concept• Minutes should focus on what the body

did, not on what was said.• What was:

– Announced– Reported– Discussed– Ordered– Commitments made– Decisions made

Reports and Announcements

• Simply record that the body received the report, who gave the report, and the subject matter.

• Written reports can be kept on file.

• Body should not vote to accept or approve the report.

Recommendations for Recording Formal Decisions

• If a decision is made by unanimous consent, the minutes should reflect it.

• Show the distribution of counted votes (“Motion carried, 5-2”).

• Roll call vote – indicate how each person voted.• Voice vote – indicate outcome and that voice

vote was taken (Motion carried, voice vote).

Recommendations for Recording Formal Decisions

• Better to record “without negative vote” rather than unanimous—unless you know.

• Must, in local government, record person seconding (not in RONR). [ 985.01(6) ]

• As a recorder, make sure you get the wording down before the vote is taken.

Approval of Minutes

• At the subsequent meeting of the body.

• Preferably, signed by presiding officer.

Correcting Minutes

• Minutes of Meeting B should show what corrections were ordered in the minutes of Meeting A.

• The original minutes of Meeting A should be corrected so that the error remains apparent.

• Retain original version in the minute book.

• Corrections may be made at any time.

Minutes of Closed Sessions• Indicate in minutes that the presiding officer

announced in open session the subject matter and the specific exemption allowing closure.

• The motion to convene in closed session and the vote (taken so that each member’s vote can be determined) must be recorded.

• As with open sessions, motions and votes must be recorded.

• Written summary of the discussion is not advisable in a closed session.

Quasi-Judicial Bodies

• Making a decision based on evidence.

• Minutes should reflect the basis for the decision.

Other Issues

• Yes. You may interrupt, if necessary.

• Encourage the use of written reports that are kept on file.

• Record the arrival and departure of members during the meeting.

Resources:– Fact Sheet #1 Wisconsin Open Meetings Law

http://lgc.uwex.edu/program/pdf/fact1-03.pdfJim Schneider, UW-Extension Local Government Center

– Wisconsin Open Meetings Law: A Compliance Guide

http://www.doj.state.wi.us/AWP/2007OMCG-PRO/2007_OML_Compliance_Guide.pdfWisconsin Department of Justice

Resources• Recording the Proceedings: The Minutiae of Minute

Taking. Claire Silverman. 2002http://www.lwm-info.org/legal/2002/02february/comment.html

• Dan Hill, UW-Extension Local Government Center, 232 Lowell Hall, 610 Langdon Street, Madison, WI 53703Phone: 608-265-2852E-Mail: dan.hill@uwex.edu

ResourcesResources

A Guide to Parliamentary Procedure for Local Governments in Wisconsin. Larry Larmer. 1998

Robert’s Rules of Order Newly Revised11th Edition is the Current Edition (2011)

Dan Hill, UW-Extension Local Government Center610 Langdon Street, Madison, WI 53703Phone: 608-265-2852E-Mail: dan.hill@uwex.eduhttp://lgc.uwex.edu/OpenGovt/effmtgs.html