Governance

PURPOSE

To provide guidance for documenting the minutes and actions of designated bodies within the AAPM to ensure that the AAPM maintains an official record of all committees that are directly referenced within the bylaws and rules established by the organization. This is also in accordance with Washington DC Code 29-413.01 requiring permanent records of minutes for all non-profit corporations.

DEFINITIONS

Designated Bodies: A “designated body” within this policy is a committee established by the AAPM that is referenced in either the bylaws or rules of the AAPM and is thus authorized to make determinations or suggestions on behalf of the organization.

POLICY

Minutes are the official record of the proceedings. AAPM maintains permanent records of minutes of any meeting for all designated bodies including a record of all actions (i.e. motions and resolutions) taken by the members and board of directors without a meeting; and a record of all actions taken by a committee of the board of directors. These records are maintained by AAPM for at least three years.

The AAPM Secretary or HQ staff may use a recording device to assist with preparation of minutes but never use a transcription as minutes. Any recordings of meetings held by designated bodies of the AAPM should promptly be deleted after minutes approval. The AAPM Secretary signs the minutes of all AAPM business meetings (e.g., annual business meeting, Board of Directors meetings, EXCOM meetings).

Minutes - First Section

Minutes include the following content at the beginning of the minutes:

• “AAPM” followed by committee name
• Date
• Meeting start time
• Meeting adjournment time
• Whether the meeting is a regularly scheduled or scheduled for a special purpose
• Meeting location (e.g., virtual)
• Committee members present
• Committee members absent (e.g., “apologies”)
• Staff present
• Guests present

Minutes - Content Section

Minutes of the meeting should document all official votes and subsequent actions determined by the designated body. AAPM members or HQ staff may specifically capture the committee’s tasks, decisions, actions, and who is responsible, as applicable.

AAPM records in the body of the minutes (if applicable):

• All main motions taken up (except withdrawn motions), including:
  • The maker of the main motion
  • The wording, followed immediately by “debated” or “amended” in parentheses
  • The disposition of the motion (i.e., approved or failed)
  • Whether quorum was met for each motion
• All secondary motions not lost or withdrawn (e.g., privileged or incidental motions)
• Notice of motions
• Points of order and appeals and the chair’s reasons for ruling

AAPM members and HQ staff do not capture vote details unless the following occurs:

• The Chair orders a count
• Members vote by ballot
• Members vote by roll call

AAPM members and HQ staff also do not make a special mention if the chair voted.

AAPM members and HQ staff take minutes with the following general considerations:

• Include a separate section for each agenda item and a summary of the outcome as appropriate. Minutes need not be a transcript or overly detailed.
• Indicate whether there was a finding by the Chair that a quorum was present and whether staff and other attendees were present for all or part of the meeting.

Specific to AAPM Board of Directors

Minutes capture the activities as listed in the agenda for the AAPM Board of Directors including the following:

• Call to order and quorum check
• Review and adoption of meeting agenda
• Consideration of consent agenda
• Review and approval of minutes, “as read” or “as corrected”, without specifying the correction.
• Reports of Officers, Boards, and Standing Committees
  • Officer reports in the AAPM By-Laws.
  • Executive Director report
  • Board and Standing Committee reports listed in the AAPM By-Laws.
• Reports of Special (Select or Ad Hoc) Committees
• Special Orders (e.g., nominations)
• Unfinished Business and General Orders
• New Business

AAPM Secretary and HQ staff take minutes with the following general considerations:

• Include a separate section for each agenda item and a summary of the outcome as appropriate. Minutes should not be a transcript or overly detailed.
• Indicate whether there was a finding by the Chair that a quorum was present and whether staff and other attendees were present for all or part of the meeting.
• If a formal vote taken or resolutions adopted, then insert text of resolutions after a sentence such as “The Board adopted the following resolutions:”
• If the matter requires approval by other than a majority vote of quorum (e.g., X% of entire board, majority of directors then in office), note that such vote was achieved.
• Include additional information about participants, information considered, discussion, and findings if addressing topics that are the subject of the Conflict of Interest Policy or the Compensation Review Policy, as described in those policies.

Specific to all other Designated Bodies

Minutes capture the activities as listed in the agenda including the following:

• Call to order and quorum check
• Review and adoption of meeting agenda
• Review and approval of minutes, “as read” or “as corrected”, without specifying the correction.
• Reports of Subcommittees, Working Groups, and Task Groups
• Special Orders (i.e., nominations and appointments of members)
• Unfinished Business and General Orders
• New Business

RESPONSIBILITIES

The AAPM Governance Committee (GOVC) is responsible for suggesting modifications to and implementation of this policy. The Secretary as chair of GOVC is responsible for the oversight of this policy and related procedures.

APPLICABILITY

All AAPM Board of Directors, volunteers, and staff are responsible for the

proper use of and compliance with this policy.

REFERENCES

(2021). Stanford Law School - Minutes template - SLS sample 03-https://nonprofitdocuments.law.stanford.edu/wp-content/uploads/Minutes-template-SLS-sample-03-22-21.pdf

D.C. Law Library (2023). Code of the District of Columbia, Title 29. Business Organizations., Chapter 4. Nonprofit Corporations., D.C. Code § 29: 401.01 - 414.04. https://code.dccouncil.gov/us/dc/council/code/titles/29/chapters/4 retrieved 03/06/2023.

D.C. Law Library (2023). Code of the District of Columbia, Title 29. Business Organizations., Chapter 4. Nonprofit Corporations., Subchapter XIII. Records and Reports., Part A. Records., D.C. Code §§ 29–413.01. Corporate records. ttps://code.dccouncil.gov/us/dc/council/code/sections/29-413.01 retrieved 03/06/2023.

Robert, H. M. (2020). Robert's rules of order newly revised 12th edition. Glenview, IL: Scott, Foresman. https://robertsrules.com/

Appendix A

AAPM Committee

Committee Meeting, Month Day, Year

Draft Agenda

AGENDA in

1. Welcome
2. Approve minutes
3. Agenda topic
4. Agenda topic

MEETING ATTENDANCE

Attendees

Name, Name, Name (Chair), Name, Name, Name, Name

Apologies

Name, Name

DECISIONS

ACTION ITEMS

AAPM Committee

Committee Meeting, Month Day, Year

Draft Agenda

MEETING MINUTES

(Tasks, decisions, risks, issues, and actions)

Tasks

Decisions

Actions