Last Updated 09 24 Oct 2022

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The Chair shall preside at all meetings of the Steering Committee, and does not have a vote, except when there is a tie (tie-breaker vote). While serving as Chair, he or she shall continue to represent their organization (in the case of the Chair representing an Organizational Member) or their Stakeholder Category (in the case of the Chair being an Individual Member). The Chair shall perform such other duties and have such other authority and powers as the Steering Committee may prescribe from time to time. It is the Chair’s responsibility to manage official correspondence and be the voice of the SHIELD Community or designate another person, when not available.

Section 6: Vice Chair

The Vice Chair shall assist and advise the Chair in providing independent and effective leadership. In the absence of the Chair, the Vice Chair shall perform the duties and have the authority to exercise the powers of the Chair. Otherwise, when not acting as the Chair, the Vice Chair may vote on Steering Committee matters. While serving as Vice Chair, he or she shall continue to represent their organization (in the case of the Vice Chair representing an Organizational Member) or their Stakeholder Category (in the case of the Vice Chair being an Individual Member). The Vice Chair shall perform such other duties and have such other authority and powers as the Steering Committee may prescribe from time to time. It is the Vice Chair’s responsibility to manage records, minutes and reports.

ARTICLE EIGHT: WORKGROUPS

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

Rule

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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.

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

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V. Representing SHIELD Community

Any SHIELD member should provide advance notice, as soon as possibleto the Chair and Vice Chair of any public speeches, presentations, where it may be beneficial to represent SHIELD in an official capacity.

Any member planning a presentation or talk about the work of  the SHIELD Community should share presentation material

in advance with the Steering Committee Chair to ensure it is up to date. Once such representations are made, the given member should report at minimum the title, speakers, and an audience characterization to the Vice-Chair for tracking purposes, but ideally share the slides.

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.

Parliamentarian

The Presiding Officer shall designate a Parliamentarian at the beginning of each meeting in which they lead.  The Parliamentarian must be present at the meeting.

The responsibilities of the Parliamentarian throughout the meeting include:

·       Assisting the Presiding Officer to ensure that discussions and actions taken during the meeting follow the Rules of Order as prescribed in Article Six Section 2

·       Having the final authority on all points of order raised during the meeting

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

Motions

The motion is the main topic that is being discussed, with no other motions pending. A motion:

·       Requires a second for the motion

·       Is debatable

·       May be reconsidered

·       Is amendable

·       Requires a vote (a two-thirds vote to form a majority to pass the motion, unless otherwise prescribed in the Charter)

Voting

After debate and discussion have been had and no one else has risen to take the floor, the voting process can begin.

Unanimous Consent

Unanimous consent may be used to expedite the discussion and the debate process on topics in which most Members are in agreement.

·       Only the Presiding Officer may move to vote directly in this way. Instead of opening up a topic for debate, the Presiding Officer may say “If there is no objection, [subject] is approved.”

·       In the case where some members do want to open up the discussion before voting, any member may say “I object” prior to the vote. Then, the Presiding Officer must open up the discussion and get votes from both sides of the debate.

·       Officers can also clarify those for and against the motion quickly with a show of hands. If it is clear that everyone is for or everyone is against the motion, the Presiding Officer can ask for an opposition speaker. If there isn’t anyone who wants to speak for the opposition, then they can ask to move directly to the vote.

Source

Adapted from iBABS Robert’s Rules of Order: Simplified Beginner’s Guide - https://www.ibabs.com/en/roberts-rules-of-order/complete-guide/