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For any critical decision, deliverable, standard, position, or the like which a Workgroup has reached consensus, the Workgroup Leadership shall submit same to the Steering Committee for its confirmation.  Once such confirmation is received, the critical decision, deliverable, standard, position, or the like shall be considered to be the official position of the SHIELD Community as a whole.

ARTICLE NINE: AMENDMENTS

Section 1: Power to Amend Charter and Standing Rules

The Steering Committee shall have the exclusive power to alter, amend, or approve this charter. The Steering Committee shall have the power to alter, amend, or approve the standing rules.

Section 2: Conditions

Action by the Steering Committee with respect to the charter and standing rules shall be taken by at least a two-thirds (2/3) vote of all Members present, provided quorum is reached.

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Standing Rules of the SHIELD Community

Rule I. Transparency

The proceedings of the Steering Committee shall be available to all Members. Steering Committee meeting summaries should be accessible for viewing on the organization's website within 14 days of convening regular or special meetings and within 30 days of convening an annual meeting. Notifications of meeting summaries should be communicated to audiences through the organization's electronic newsletter or other similar push delivery method.

Rule II. Steering Committee Meeting Agenda

Steering Committee meetings shall be structured to focus on critical decisions. The Chair or Vice Chair will distribute meeting agendas and related materials no less than 5 days in advance.

Information on subjects that per the Charter do not require a vote will be provided in writing before meetings. These subjects will then appear in the meeting agenda within a consent agenda consisting of information that will be discussed only if a Steering Committee Voting Representative requests a discussion and will otherwise stand as pro forma acceptance by the governance body.

The Presiding Officer (Chair or Vice Chair) will call the meeting to order and take roll. During roll call, each Organizational Member shall communicate whether its Primary Delegate or Secondary Delegate is in attendance and acting on behalf of the Organizational Member. The Presiding Officer will read the agenda and make a motion to approve or modify it per the rules of order.

Subsequent to agenda approval, the Presiding Officer will request conflicts of interests be declared per Rule III.

Rule III. Conflicts of Interests

Whenever an Organizational Member, Organizational Member Delegate, or Individual Member has a financial or personal interest in any matter coming before the Steering Committee or Workgroup, the affected person shall a.) fully disclose the nature of the interest and b.) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested Members determine that it is in the best interest of the organization to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

Rule IV. Option Out of Advocacy and Regulatory Comment

Any SHIELD Community Member shall be able to option out of any given SHIELD Community advocacy or regulatory position statement or communication.

Rule VII: Antitrust

Although a collaborative organization such as the SHIELD Community is recognized as a valuable forum for advancing the goals of the health care ecosystem, one of the potential dangers which participants of any organization face is compliance with federal and state antitrust laws.  Such laws generally forbid any combination, contract or conspiracy that restrains trade. Since by its nature SHIELD Community Members may be competitors in the course of their normal business, all SHIELD Community Members must ensure that their activities do not violate applicable law.

The following activities are among those that have been held to be per se illegal under the antitrust laws:

 ·       Agreements to fix prices, regardless of whether prices are increased, decreased, stabilized, or set according to an agreed formula or subject to uniform discounts or allowances, including topics that might indirectly affect prices, such as costs, discounts, profit levels, pricing procedures, credit terms, or control of sales

·       Agreements to divide or allocate territories or customers

·       Agreements not to deal with a particular customer or supplier or group of customers or suppliers

 SHIELD Community Members must refrain from any discussion that could be interpreted as being in restraint of trade.

Rule VIII: Application of Rules of Order

The following Standing Rule clarifies how the SHIELD Community shall use Robert’s Rules of Order in the conduct of its business, specifically in the holding of Steering Committee and Workgroup meetings.

Guiding Principles

The following guiding principles are meant to ensure that all Members are heard and that any debate, question or vote can be conducted as fairly as possible.

 ·       Each Steering Committee or Workgroup meeting should follow an order of business called an agenda. Everything on the agenda is reviewed in its order and disposed of before Members proceed to the next item.

·       All Members have equal rights, privileges and obligations. Everyone has the right to be heard. No Member speaks twice about a motion until all Members have had the opportunity to speak.

·       Only one item of business or question can be taken up at any time. This provides the opportunity for a full and fair discussion, dissuades topic tangents, and maintains order.

·       The majority vote rules. However, this doesn’t mean the rights of every individual are not protected.

·       The Steering Committee or Workgroup may reserve the right to identify a particular item as requiring consensus rather than the 2/3 majority vote.

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Definitions

Within Robert’s Rules of Order, there are numerous definitions and fundamentals to remember. Below are definitions for some of the most common and important terms.

Motion

A motion is a formal proposal by a Member of the Steering Committee or Workgroup. In simple terms, they can help form decision-making processes. Usually, this starts with the phrase “I move”. This then opens the ‘motion’ up for debate and discussion.

Second

To ‘second’ a motion means that another Member of the Steering Committee or Workgroup agrees with the motion and would also like for it to be considered. “I second the motion”.

Amendment

An amendment is an alteration of a motion statement. It can be added to a motion before it can be voted on. There are a few ways it can be amended, such as:

 ·       removing words

·       adding words

·       swapping words (i.e., removing a word and adding a new word in its place)

·       substituting a paragraph for another

 A motion cannot be amended by simply rejecting it.

Quorum

A quorum is the minimum number of Members who need to be present for any business to be conducted in the name of the Steering Committee or Workgroup. It is not possible to take votes on business unless the prescribed quorum is present.

Roles

Presiding Officer

As applicable, the Chair, Vice Chair, or Co-Chair of the Steering Committee or Workgroup shall serve as the Presiding Officer for a meeting in which they lead.  The Presiding Officer must be present at the meeting. It is their job to lead the meetings, but they cannot debate or submit their own motion.

The Presiding Officer should:

 ·       Set the goals for the meeting, discussion, or vote

·       Be and remain impartial and neutral

·       Take and remain in control of the meeting

·       Ensure that the rights of all Members are protected

·       Not take part in motions, debates or votes (except as stipulated in the Charter)

The responsibilities of the Presiding Officer throughout the meeting include:

·       Opening the session by announcing the purpose and topic of the meeting, as well as calling Members to order

·       Recognizing the Members to speak and giving them ‘the floor’

·       Facilitating and announcing the results of any votes

·       Keeping disruptions and distractions to a minimum

·       Keeping the direction of the meeting on the topic according to the agenda

·       Protecting the ‘minority’ from any disruptive behavior from the majority

·       Designating a Secretary at the beginning of each meeting

Secretary

The Secretary must be present at the meeting.

 The responsibilities of the Secretary throughout the meeting include:

·       Taking minutes as a record of the meeting, submitting them for approval, and publishing them when approved

·       Preparing the agenda, order of business, and relevant notes for the Presiding Officer

·       Keeping the Charter, Standing Rules, and prior minutes for reference to support the Presiding Officer as needed

The Presiding Officer may choose to designate themselves as the Secretary.