Executive Council Standing Rules
as adopted June 30, 2009

1. Conflict of Interest Code
2. Email Discussion and Voting
3.Authority to Give Final Approval to all Agreements

1. Conflict of Interest Code

The Executive Council recognizes the right and obligation of officers and councilors to discharge their duties and act at all times in the interests of the Association. This includes the right and obligation to consider matters before the council that could inure benefit to one or more of the councilors. Any executive officer or councilor who stands to benefit from any issue before the council shall recuse himself or herself from the council as provided for in this rule.

1. When an officer or councilor of the executive council stands to benefit in any way from a matter before the council, they must declare they have a conflict of interest, and share how they may benefit from the matter.

2. Absent a declaration above, any officer or councilor can cite that a conflict of interest exists. This rule applies if a majority of executive council agrees that a conflict of interest exists.

3. Conflict of Interest proceedings before the council shall be closed. To close the proceeding, the executive council shall call a vote to determine if they shall suspend the bylaws as required by the PSU-AAUP Constitution Article IV, paragraph 6. Should ¾ vote of a quorum attending the meeting vote yes, then Article IV, paragraph 7 shall be in force, and members in attendance who are not on the executive council shall leave the room.

4. The officer or councilor with the conflict of interest shall be given an opportunity to make a brief statement about the matter before the council, then,

5. The officer or councilor shall promptly leave the room for the remainder of the discussion and the vote, if any.

6. Once the matter has been disposed of by the council, the presiding officer shall invite the excluded councilor to rejoin the proceedings.

7. If the officer or councilor with interest is the President, then the President shall designate another councilor to act as presiding officer when dealing with his or her interest.

8. The minutes of the closed session shall record only the motion, second, and the result of the vote. If no motion is made, that will be recorded.

9. In matters where staff wages and benefits are discussed, staff shall recuse themselves as herein provided.

2. Email Discussion and Voting

The business of the Association at times requires that the Executive Council make decisions when a physical meeting is not possible, or cannot be convened in a timely manner. In such cases the Executive Council hereby adopts a procedure to conduct business via email with each person sending and receiving email from ecl@psuaaup.net. This email address shall serve as the distribution list for the Executive Council.

All Executive Council officers and councilors are expected to be able to check and respond to Executive Council emails within one week of transmission. If special circumstances preclude an executive council member from being able to receive, review, and respond to email, that member should notify the Executive Director of the time period they will be unavailable. If an alternative email address is necessary for a period of time while away from campus, then the member should notify staff and that email address will be added to the ecl@psuaaup.net distribution list temporarily. The member should then advise when the additional email address is no longer necessary so that it can be removed from the distribution list.

In tracking Executive Council member’s availability via email, staff will track time periods when Association business must be on hold based upon planned absences.

Issues shall be presented to the executive council as follows:

1. Any executive officer or councilor, or the Executive Director, may bring an issue to the council for consideration.

2. The presentation of the issue should be thorough and well researched, as if it was an agenda item at a regular Executive Council meeting. The presentation can contain links to web sites, commentary, attachments, and whatever the presenter feels is relevant to convey the issue. The presenter should clearly specify the motion he or she is requesting.

3. If so persuaded, an executive council member may make a motion. The motion should be carefully worded and be as precise as possible.

4. If the motion is not clear, any member of the executive council may clarify the motion by restating it. If the member making the original motion has no objection, then the reworded motion stands.

5. The motion may be seconded. Once seconded, the issue is open to a vote.

6. Questions and comments can be made about the issue and the motion at any time during the email exchange.

7. Robert’s Rules of Order will be observed to the extent possible in the processing and disposing of email motions.

8. The Executive Council member with authority to enforce Robert’s Rules of Order, if appointed, or his or her designee, shall keep a tally of the votes, who has voted and who needs to vote, and who is not attending the vote (by virtue of a planned absence away from email). These tallies will be sent out every second or third day.

9. Executive Council members have one week from the presentation of the issue to ask questions, motion, and/or vote unless an alternate time period is requested and agreed upon via email by the councilors/officers.

10. Quorum shall be the full seated council. The majority of the seated council shall carry the motion. The issue closes one week after it is brought to the council via email.

11. If a majority of the seated council has not voted within the allotted one week time period, the executive council member designated in ¶8 or his or her designee shall contact and ask the executive council members who have no yet voted to cast their vote. Once complete, he or she will acknowledge to the group that contact was made, or advise that contact could not be made, and make a recommendation on how to dispose of the motion.

12. If extenuating circumstances exist for one or more members who hasn’t voted in paragraph 11 above, and that vote is pivotal to the closing of the motion, the councilor/officer/designee in paragraph 8 shall notify the group that that the motion should be delayed until a specified date when the voting can complete.

13. If the motion is time sensitive, the member making the original motion may, at that point, withdraw the motion without prejudice. An alternative motion can be made, or that or another motion can be made at a later time.

14. The tally from the motion and vote, along with details from the presentation, will be printed out and held in a separate folder for formal adoption as group consent agenda item at the next executive council meeting. The executive council deems this to be only a formality to mark the motion in time and in the chronology of governance documents. Any actions required of the Association following the approval of a motion shall commence after the motion is approved via email.

15. Where a presentation involves an executive council member conflict of interest, the member with the conflict of interest shall be asked by the councilor/officer/designee in paragraph 8 to make a statement to the group. The councilor/officer/designee in paragraph 8 shall then email the remaining executive council members directly and be the point person for the disposition of the motion. Once the motion is disposed of, the councilor/officer/designee in paragraph 8 shall notify the member with the conflict of interest of the outcome.

16. Should a question arise that a motion carried properly, the member with the concern should email their concern immediately to the group. The councilor/officer/designee in paragraph 8, or the member who made the original motion shall ask for a showing if the vote should be done again. If five of the members affirm that the vote should be done again, the councilor/officer/designee in paragraph 8 shall call for the motion and the vote again, and the clock shall be reset for a new one week allocation unless paragraph 13 is invoked.

3. Authority to Give Final Approval to all Agreements

The Association’s Constitution, in Article IV, paragraph 4 provides the Executive Council with the authority to give final approval to the negotiated contract that is ratified. It is unclear, however, where authority for final approval lies when agreements are not subject to ratification. This standing rule clarifies that ambiguity.

Should any officer or councilor of the Executive Council, or the Executive Director, enter into negotiations and reach agreement with the University on any issue as a representative of the Association, that agreement is subject to the approval of the Executive Council.

The Executive Council must be informed of all agreements with the University.

In matters with the University where there are two or more Association officers or councilors involved and those officers/councilors do not agree, the President of the Association shall have jurisdiction.