Board of Directors
Board Meeting Procedure
The Board President is responsible for focusing the Board meetings’ agendas on appropriate content. The Director shall prepare agendas in consultation with the Board President. The President shall designate a portion of the agenda as a consent agenda for those items that usually do not require extensive discussion or explanation before Board action. Upon the request of any Board member, an item will be withdrawn from the consent agenda and placed on the regular agenda for independent consideration.
Each Board meeting agenda shall contain the general subject matter of any item that will be the subject of final action at the meeting. Items submitted by Board members to the Director or the President shall be placed on the agenda for an upcoming meeting. System residents may suggest inclusions for the agenda. The Board will take final action only on items contained in the posted agenda; items not on the agenda may still be discussed.
The Director shall provide a copy of the agenda, with adequate data and background information, to each Board member at least 48 hours before each meeting, except a meeting held in the event of an emergency.
The Board President shall determine the order of business at regular Board meetings. Upon consent of a majority of members present, the order of business at any meeting may be changed.
Unless otherwise provided by law, when a vote is taken upon any measure before the Board, with a quorum being present, a majority of the votes cast shall determine its outcome. A vote of “abstain” or “present,” or a vote other than “yea” or “nay,” or a failure to vote, is counted for the purposes of determining whether a quorum is present. A vote of “abstain” or “present,” or a vote other than “yea” or “nay,” or a failure to vote, however, is not counted in determining whether a measure has been passed by the Board, unless otherwise stated in law. The sequence for casting votes shall be rotated.
On all questions involving the expenditure of money and on all questions involving the closing of a meeting to the public, a roll call vote shall be taken and entered in the Board’s minutes. An individual Board member may request that a roll call vote be taken on any other matter; the President or other presiding officer may approve or deny the request but a denial is subject to being overturned by a majority vote of the members present.
The Board Secretary shall keep written minutes of all Board meetings (whether open or closed), which shall be signed by the President and the Secretary. The minutes include:
1. The meeting’s date, time, and place;
2. Board of Directors members recorded as either present or absent;
3. A summary of the discussion on all matters proposed, deliberated, or decided, and a record of any votes taken;
4. On all matters requiring a roll call vote, a record of who voted “yea” and “nay”;
5. If the meeting is adjourned to another date, the time and place of the adjourned meeting;
6. The vote of each member present when a vote is taken to hold a closed meeting or portion of a meeting, and the reason for the closed meeting with a citation to the specific exception contained in the Open Meetings Act authorizing the closed meeting;
7. A record of all motions, the members making the motion and the second; and
8. Upon request by a Board member, a record of how he or she voted on a particular motion; and
9. The type of meeting, including any notices and, if a reconvened meeting, the original meeting’s date.
The minutes shall be submitted to the Board for approval or modification at its next regularly scheduled open meeting. Minutes for open meetings must be approved within 30 days after the meeting or at the second subsequent regular meeting, whichever is later.
At least semi-annually in an open meeting, the Board: (1) reviews minutes from closed meetings that are currently unavailable for public release, and (2) decides which, if any, no longer require confidential treatment and are available for public inspection. The Board may meet in a prior closed session to review the minutes from closed meetings that are currently unavailable for public release.
The official minutes are in the custody of the Board Secretary. Open meetings minutes are available for inspection during regular office hours within 10 days after the Board’s approval, in the office of the Director or designee, in the presence of the Secretary, the Director or designee, or any Board member.
Minutes from closed meetings are likewise available, but only if the Board of Directors has released them for public inspection, except that Board members may access closed session minutes not yet released for public inspection (1) in the District’s administrative offices or their official storage location, and (2) in the presence of a records secretary, an administrative official of the public body, or any elected official of the public body. The minutes, whether reviewed by members of the public or the Board, shall not be removed from the District’s administrative offices or their official storage location except by vote of the Board or by court order.
Verbatim Record of Closed Meetings
The Director, or the Board Secretary when the Director is absent, shall audio record all closed meetings. If neither is present, the Board President or presiding officer shall assume this responsibility. After the closed meeting, the person making the audio recording shall label the recording with the date and store it in a secure location. The Director shall ensure that: (1) an audio recording device and all necessary accompanying items are available to the Board for every closed meeting, and (2) a secure location for storing closed meeting audio recordings is maintained close to the Board’s regular meeting location.
After 18 months have passed since being made, the audio recording of a closed meeting is destroyed provided the Board approved: (1) its destruction, and (2) minutes of the particular closed meeting.
Individual Board members may access verbatim recordings in the presence of a records secretary, an administrative official of the public body, or any elected official of the public body. Access to the verbatim recordings is available at the District’s administrative offices or the verbatim recording’s official storage location. Requests shall be made to the Director or Board President. While a Board member is listening to a verbatim recording, it shall not be re-recorded or removed from the District’s main office or official storage location, except by vote of the Board or by court order.
Before making such requests, Board members should consider whether such requests are germane to their responsibilities or service to District. In the interest of encouraging free and open expression by Board members during closed meetings, the recordings of closed meetings should not be used by Board members to confirm or dispute the accuracy of recollections.
Quorum and Participation by Audio or Video Means
A quorum of the Board must be physically present at all Board meetings. A majority of the full membership of the Board constitutes a quorum.
Provided a quorum is physically present, a Board member may attend a meeting by video or audio conference if he or she is prevented from physically attending because of: (1) personal illness or disability, (2) employment or District business, or (3) a family or other emergency. If a member wishes to attend a meeting by video or audio means, he or she must notify the recording secretary or Director at least 24 hours before the meeting unless advance notice is impractical. The recording secretary or Director will inform the Board President and make appropriate arrangements. A Board member who attends a meeting by audio or video means, as provided in this policy, may participate in all aspects of the Board meeting including voting on any item.
Rules of Order
Unless State law or Board-adopted rules apply, the Board President, as the presiding officer, will use Robert’s Rules of Order, Newly Revised (current Edition), as a guide when a question arises concerning procedure.
Broadcasting and Recording Board Meetings
Any person may record or broadcast an open Board meeting. Special requests to facilitate recording or broadcasting an open Board meeting, such as seating, writing surfaces, lighting, and access to electrical power, should be directed to the Director at least 24 hours before the meeting. Recording meetings shall not distract or disturb Board members, other meeting participants, or members of the public. The Board President may designate a location for recording equipment, may restrict the movements of individuals who are using recording equipment, or may take such other steps as are deemed necessary to preserve decorum and facilitate the meeting.
LEGAL REF.: 5 ILCS 120/2a, 120/2.02, 120/2.05, and 120/2.06.
105 ILCS 5/10-6, 5/10-7, 5/10-12, and 5/10-16.
CROSS REF.: 2:150 (DAOES Advisory Council/Committees), 2:230 (Public Participation at Board Meetings), 2:230-E (Cards to Accompany Public Participation at Board Meetings)
ADOPTED: February 20, 2020