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Many boards rely on parliamentary procedure and Robert’s Rules of Order to structure meetings and provide uniformity regarding interaction with the public. This section contains information on parliamentary procedure, Roberts Rules of Order, and the use of motions.

Preparing for your Meeting

By Paul Lachapelle

Preparing for your board meeting, and ensuring that board members have all of the necessary materials to be prepared for the meeting is critical. The agenda should be provided well in advance and as required in 2-3-103, must include an item allowing public comment on any public matter that is not on the agenda of the meeting and that is within the jurisdiction of the board.

Board member packets can also be prepared and distributed to members prior to the meeting, and can contain the:

  •  Agenda
  • Unapproved minutes from previous meeting
  • Notes from members / governing body
  • Committee and other reports
  • Details of proposed actions
  • Any supporting information (correspondence, reports, etc.
  • Other useful documents

The agenda can be structured as follows:

1. Roll Call

2. Approval of Minutes: These are the minutes from the previous meeting. The body should vote to approve without changes or approve with changes.

3. Public Comment: This is the time set aside for the public to comment on any subject over which the board has jurisdiction or regarding a agenda item. The subject does not have to be on the agenda but the council cannot act on anything during public comment. If council action is required the item must be placed on the next meeting agenda.

4. Old Business:

   a.Officer reports: for example, the treasurer may have a report to provide and explain

   b.Committee Reports: these can include a report of current activities or special committee reports

5. New Business:

   a. Approval of consent items if any; these are routine items, voted on in a single motion to approve

   b. Other scheduled matters

6. Unscheduled matters / Concerns: This is a time when members can bring a concern forward before the body that is not otherwise listed on the agenda. No action can be taken at this time.

7. Adjournment

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Parliamentary Procedure and Robert’s Rules of Order

By Dan Clark

Parliamentary procedure is a method used to assist deliberative democratic assemblies in conducting meetings by using explicit rules and relying on transparency and consistency. These rules allow participants in a meeting the chance to be heard while maintaining order. Parliamentary procedure provides an important tool to ensure that decisions are reached in an orderly, equitable and deliberative manner. The general principles of parliamentary procedure are based on the will of the majority, the right of the minority to be heard, protection of the rights of absentees, courtesy and justice for all, and consideration of one subject at a time. Robert’s Rules of Order provide a common language that incorporates these principles to conduct a meeting.

Robert’s Rules of Order originated from U.S. Army General Henry M. Robert in 1876 to assist deliberative democratic assemblies in conducting meetings. While procedures used by U.S. legislative bodies in this period loosely followed English Parliamentary Law, the various legislative bodies revised and interpreted these procedures inconsistently, often causing confusion. Robert’s interest in creating rules came from frustration while attempting to serve on a church board. He felt he lacked knowledge on proper procedures and found little published information on the subject and subsequently published the Pocket Manual of Rules of Order for Deliberative Assemblies.

Robert’s Rules of Order have subsequently been revised and updated.18 The current edition of the series is Robert’s Rules of Order Newly Revised (often referred to using the initials RONR) and supersedes all previous editions to become the parliamentary authority in organizations whose bylaws prescribe “Robert’s Rules of Order,” “Robert’s Rules of Order Revised,” “Robert’s Rules of Order Newly Revised,” or “the current edition of” any of these titles, without specifying a particular edition. Robert’s Rules is the most widely used parliamentary authority in the United States.19 All of the recommended procedures in Robert’s Rules of Order can be modified to fit the specific needs of any organization.

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How to Use Motions

Four basic types of motions (main, privileged, subsidiary, and incidental) are used within a meeting to introduce topics or ask membership to take action on an issue. These types of motions allow participants the opportunity at various occasions during the meeting to make motions, second motions, debate motions and vote on motions.

A main motion serves to announce items to be taken under consideration by the meeting attendees. Main motions are secondary to privileged, subsidiary and incidental motions and not allowed if another motion is already being discussed. Subsidiary motions are used to change the method of handling a main motion and must be voted on prior to voting on the main motion. Privileged motions allow subjects that are urgent to be discussed even when they do not relate to the business currently at hand. Incidental motions are used by members who wish to question how another motion is being processed. Incidental motions then take precedent before the original motion can continue.

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Presenting a Motion

When a member would like to present a motion they must first obtain the floor by waiting until the previous speaker has finished and then rising and addressing the chairperson (or president) and saying, “Mr. (or Madam) Chairman,” and then waiting to be recognized. Motions are made in a positive manner and generally begin with, “I move that we…”. After the motion is presented, another member must second the motion for the motion to move forward. The chairperson will then restate the motion and begin by saying, “It has been moved and seconded that we…”; this statement opens up the motion for debate and turns the motion into “assembly property.”

If debate is not necessary or allowed on a motion, a vote can then take place. If debate is needed, the individual who made the motion is allowed to speak first. Other members are then given opportunity to present thoughts on the motion. The member who presented the motion cannot speak on the matter again unless directed by the chairperson or until everyone else has had an opportunity. A time limit per speaker is often set up prior to discussion. All discussion is directed towards the chairperson. After debating the motion, the chairperson will ask, “Are you ready to vote on the question?” A vote is then taken if no more discussion is necessary.

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Procedures for Voting on a Motion

The method used to vote depends on the assembly’s needs. More often, a simple voice vote is taken with the chairperson stating, “everyone in favor of the motion say aye, and everyone opposed to the motion say no.” A variation can be used when records need to be kept indicating how everyone votes. For the roll call method, each person’s name is called and a vote is verbally given. The chairperson may also choose to bypass the vote and obtain general consent. The chairperson would say, “If there is no objection…”; anyone can speak up at this point and state they do object followed by a vote.

18 See Robert’s Rules of Order, http://www.robertsrules.com

19 National Association of Parliamentarians is an association of approximately 4,000 members which provides education and accreditation certifications for parliamentarians; http://www.parliamentarians.org/.

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Vocabulary used in a Board Meeting

Robert’s Rules of Order and other parliamentary procedures contain specific vocabulary to be used at board meetings.

  • Point of Privilege: This term refers to the right of the person speaking to have the floor and not be interrupted by others.
  • Parliamentary Inquiry: Method to raise a point of order or to ask how to proceed when unsure of the proper motion.
  • Point of Information: This term refers to the method used to ask the speaker a question.
  • Orders of the Day (Agenda): If the meeting is not following the agenda a member may call orders of the day to remind the assembly to adhere to the agenda. If the members would like to deviate from the agenda, “suspending the rules” is necessary.
  • Point of Order: Point of order is raised if a rule has been broken or a member is not using the proper meeting protocol to speak. A point of order needs to be raised right after the error occurs.
  • Divide the Question: This term is used when a motion is split into two or more new separate motions.
  • Consider by Paragraph: When considering adoption of a document, adoption of the full document can be postponed until each and every paragraph has been debated and if necessary amended.
  • Withdraw/Modify Motion: After the question is stated; the person who made the motion may accept an amendment to the motion.
  • Commit /Refer/Recommit to Committee: Sometimes a committee is needed to research a motion. In this case, an already established committee is assigned the question or a new committee is appointed. If a new committee is necessary, the chairperson may indicate how many members are needed and how selection of committee members should occur.
  • Extend Debate: Calling to extend debate can be used for the question currently under debate and usually has a time limit.
  • Limit Debate: This term is used to refer to the time limit placed upon debate and when debate should be considered closed.
  • Postpone: If a motion or agenda item needs to be postponed, it is necessary to determine and state when it will be resumed.
  • Object to Consideration: Objection must be stated before discussion or another motion is stated.
  • Lay on the Table: This tool is used after a motion is closed to debate or is pending closure and can temporarily stop further consideration or action on the open motion.
  • Take from the Table: If a motion has been previously “laid on the table,” it can be opened and considered again by stating the motion to “take from the table.”
  • Reconsider: If a member on the prevailing side of a debate changes their view, they can state they have reconsidered.
  • Postpone Indefinitely: Postponing a motion indefinitely stops the motion from proceeding forward just in that particular session, unless a motion to reconsider is made.
  • Informal Consideration: This term refers to changing the debate to an informal format similar to that of a committee. To move to an informal consideration format a member moves that the assembly go into “Committee of the Whole.” Voting is still done formally and is still valid while the meeting is in an informal mode.
  • Appeal Decision of the Chair: The membership may appeal a decision made by the chair if the appeal does not relate to the violation of order of business or parliamentary rules. Appeals must also take place prior to other unrelated business.
  • Suspend the Rules: This allows specific, stated rules with the exception of the assembly’s constitution to be suspended.

For some boards, such as those with small memberships (for example, three or five members), you can consider using small group rules or adopting a not-so-strict enforcement of Robert’s Rules of Order. In these cases, unless otherwise specified by the authorizing body or the Montana Code Annotated, the presiding officer of the meeting can make motions, second motions and should vote on all matters. Under the relaxed rules of procedure, you can make motions or speak without the necessity of formal recognition, your motions don’t have to be seconded, and you can discuss things without a motion being on the floor.

20 See: How to Relax Robert’s Rules by C. Alan Jennings, from Robert’s Rules For Dummies

21 Source: Robert, H. 2000. Robert’s Rules of Order (Newly Revised, 10th Edition) New York: Perseus Books Group; Sturgis, A. 2000. The Standard Code of Parliamentary Procedure (4th Edition). New York: McGraw-Hill.

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Ground Rules

By Paul Lachapelle and Dan Clark

Ground rules can be thought of simply as the guidelines a board adopts to ensure the meeting progresses as efficiently and respectfully as possible. Ground rules can be used in addition to using Robert’s Rules of Order, or if Robert’s Rules are not implemented, as the basis for the format and structure of the meeting. Ground rules allow for a ‘level playing field’ whereby all voices can be heard and all participants are given the time and respect they need and deserve.

Examples of common ground rules can include the following:

  • If you are making a comment, please stand at the podium, clearly state your name and address for thepublic record.
  • All comments will be delivered from the podium, not from your seat [unless the commenter needs areasonable accommodation].
  • Please direct all comments to the Chair.
  • Engage in active listening.
  • Please use respectful language.
    • No swearing.
    • No derogatory language.
    • No threats
    • No personal attacks.
    • No signs.
    • No heckling or applause.
  • Make your comments concise and solution oriented.
  • Observe the (blank) minute time limit per speaker (use the reasonableness criteria set in Montana code).
  • If questions are asked, they will be responded to at the discretion of the Chair.
  • Everyone agrees not to interrupt the speaking opportunity of others.
  • Cell phones should be turned off or silenced.
  • No single party will be allowed to dominate the meeting.
  • The chair or facilitator reserves the right to keep the meeting on-schedule.
  • Discussion can pertain to any item related to the Board’s business.

Ground rules should be discussed and written and posted before the start of the first meeting and then reposted at each subsequent meeting. It should be made explicit that the rules can be amended by majority vote or consensus at any time. The rules should also not be in conflict with the Montana Code or city or county ordinances.

Additional Resources:

Gorski, P.C. A Guide for Setting Ground Rules. Multicultural Supersite, McGraw Hill. Accessed on-line Jan. 28, 2016 at: http://www.edchange.org/multicultural/activities/groundrules.htmlMaiese, M. 2004.

Knowledge Base Essay: Ground Rules. In: Beyond Intractability, Guy Burgess and Heidi Burgess (Eds.) University of Colorado, Boulder: Conflict Research Consortium. Accessed on-line Jan. 14, 2011 at: http://www.beyondintractability.org/essay/ground_rules

Scheffert, D., Anderson, M., Anderson, S., Laeger-Hagemeister, M., and Steinberg, R. 1999. Facilitation Resources – Volume 4. University of Minnesota Extension. St. Paul, Minnesota. Accessed on-line January 28, 2016 at: http://www.extension.umn.edu/community/leadership/materials/facilitation/volume-4. html#groundrules

Sharp, J.S., M.B. Smith, and D.B. Patton. 2002. Planning and Conducting Effective Public Meetings. Columbus, OH: Ohio State University Extension.

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Principles of Good Governance

by Paul Lachapelle

The legal foundations of board governance can be understood broadly as a twofold framework: 1) statutory information and requirements and, 2) principles of good governance (i.e., matters of participation, responsiveness, transparency, and equity). In other words, there is the language of the law, and also the spirit of the law. The good governance principles follow and build-on the state statutory provisions and vice versa. While there are varying models of good governance, Table 1 below presents a framework adapted from Graham, Amos, and Plumptre (2003).

The five principles presented in the table are in many respects complimentary to the language in applicable sections of the Montana Code Annotated and Constitutional provisions related to board governance. The principles are self-explanatory and applicable in nearly every board decision-making situation. Interpreted broadly, when these principles are well-understood and applied in a board setting, they will serve to promote not only good governance, but also good relations.

Table 1: Principles of Good Governance

 

Principles Application and Description
1. Legitimacy and Voice Participation – all men and women should have a voice in decision-making, either directly or through legitimate intermediate institutions that represent their intention. Such broad participation is built on freedom of association and speech, as well as capacities to participate constructively.
Consensus orientation – good governance mediates differing interests to reach a broad consensus on what is in the best interest of the group and, where possible, on policies and procedures.
2. Direction Strategic vision – leaders and the public have a broad and long-term perspective on good governance and human development, along with a sense of what is needed for such development. There is also an understanding of the historical, cultural and social complexities in which that perspective is grounded.
3. Performance

Responsiveness – institutions and processes try to serve all stakeholders.


Effectiveness and efficiency – processes and institutions produce results that meet needs while making the best use of resources.

4. Accountability

Accountability – decision-makers in government, the private sector and civil society organizations are accountable to the public, as well as to institutional stakeholders. This accountability differs depending on the organizations and whether the decision is internal or external.


Transparency – transparency is built on the free flow of information. Processes, institutions and information are directly accessible to those concerned with them, and enough information is provided to understand and monitor them.

5. Fairness

Equity – all men and women have opportunities to improve or maintain their wellbeing.

Rule of Law – legal frameworks should be fair and enforced impartially, particularly the laws on human rights.

 

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Application and Description

1. Legitimacy and Voice

Participation – all men and women should have a voice in decision-making, either directly or through legitimate intermediate institutions that represent their intention. Such broad participation is built on freedom of association and speech, as well as capacities to participate constructively.

Consensus orientation – good governance mediates differing interests to reach a broad consensus on what is in the best interest of the group and, where possible, on policies and procedures.

2. Direction

Strategic vision – leaders and the public have a broad and long-term perspective on good governance and human development, along with a sense of what is needed for such development. There is also an understanding of the historical, cultural and social complexities in which that perspective is grounded.

3. Performance

Responsiveness – institutions and processes try to serve all stakeholders.
Effectiveness and efficiency – processes and institutions produce results that meet needs while making the best use of resources.

4. Accountability

Accountability – decision-makers in government, the private sector and civil society organizations are accountable to the public, as well as to institutional stakeholders. This accountability differs depending on the organizations and whether the decision is internal or external.

Transparency – transparency is built on the free flow of information. Processes, institutions and information are directly accessible to those concerned with them, and enough information is provided to understand and monitor them.

5. Fairness

Equity – all men and women have opportunities to improve or maintain their wellbeing.

Rule of Law – legal frameworks should be fair and enforced impartially, particularly the laws on human rights.

22 Adapted from Graham, J., Amos, B., & Plumptre, T. 2003. Principles for good governance in the 21st century, Policy Brief No.15. Ottawa, ON, Canada: Institute on Governance.

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Facilitator Competencies for the Chairperson or Presiding Officer

by Jennifer Anderson

Working with boards or any loosely affiliated group of individuals requires effective facilitation skills. Good facilitation leads to consensus building which involves actively engaging participants in ‘owning’ issues and thus, the solutions that are needed to create positive action. Likewise, good facilitation skills are critical in conducting and carrying out effective meetings. When done right, facilitation may help an organization realize, value and utilize its internal strengths and abilities, which are needed for sustainable purpose and action.

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The Facilitator’s Role

The role of the facilitator is that of a neutral leader, usually someone from outside the group or organization that has no known vested interest in the organization’s actions and outcomes. The facilitator’s main objective is to guide the group’s process and progress utilizing the principles of effective facilitation.

In many instances, the board’s president or presiding officer is by default, the group’s facilitator. This person is responsible not only for leading the meeting by some form of parliamentary procedures, but also for guiding the organizations overall progression of work towards achieving goals. Although this isn’t the optimal role of a facilitator, because it happens frequently, the presiding officer of an organization can benefit from learning, developing and utilizing facilitation skills.

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Principles of Effective Facilitation

Professional facilitation associations and organizations as well as a whole host of private consulting firms all possess over-arching fundamental ideologies of what constitutes quality facilitation. Below is a list of ten topics that are commonly found to be important characteristics of successful facilitation.

1. Believing that groups can make good decisions – having the fundamental understanding that the board itself has the internal ability to make good decisions. In this capacity the facilitator, leading by example, models the conviction that the group has the internal ability to take ownership and solve its own issues, which helps boost the participants self confidence level.

2. Ensure participation – as the neutral leader of the process, it is critical facilitators have the ability to recognize situations where individuals are not actively engaged in the process. Best practices indicate the facilitator addresses participation in the planning phases by understanding the group being served, taking into consideration different learning/thinking styles as well as individual participant diversity. When participation issues arise, it may be the result of underlying issues which were not recognized or addressed in the planning. If these surface during the process and are allowed to continue, they may derail the entire process or lead to an unexpected or negative outcome.

3. Convening people as a neutral guide – neutrality is of the utmost importance as it indicates there are not any “hidden agendas.” It helps build trust in the facilitator and the process, which is especially important in dealing with controversial subjects. Most importantly, neutrality minimizes the facilitator’s influence on group outcomes.

4. Sharing a sense of group goals – creating a collaborative environment in which the facilitator has a shared responsibility of guiding the process and group to achieve the desired goals is important. Identifying and building group goals also helps create a foundation built on commonalities or which bonds the participants together.

5. Using effective processes – the “one shoe fits all” approach will most likely yield little positive results. Good facilitators have a tool box of different participatory processes and resources that can be accessed and utilized depending on the individual situation. Determining which techniques to include comes from using good verbal communication skills, practicing active listening and the demonstrated ability to observe and provide feedback to participants.

6. Utilizing diversity and wisdom – while it is important to build a foundation on commonalities, it is also critical to recognize, welcome and utilize diversity and the wisdom that comes from it. Groups benefit by embracing and encouraging diversity. Engaging a diverse audience encourages inclusiveness as well as discussion and a deeper understanding of different perspectives. It also fosters creativity by being open to alternative solutions.

7. Improving continuously – building and maintaining professional knowledge is a must. The facilitator works at increasing skills and the ability to competently and effectively manage both small and large groups.

8. Building Trust – at the foundation of creating change or taking action is trust. It is extremely critical that participants trust each other and likewise, there is trust with the facilitator. For the facilitator, this involves maintaining personal integrity, the ability to be objective, yet caring while also being professional. It is imperative the facilitator mindfully includes trust building attributes in the process.

9. Progressing toward goals – the bottom line is the ability to produce results. At the end of the session, meeting, etc. the facilitator must be able to show tangible results, or at the very least, show progression towards goals.

10. Learning from experiences — in the end, the best method for honing one’s skills as a facilitator is experience. Situations and needs are unique, however, many also have similarities. Involvement and practice will help build the facilitator’s repertoire of skills and tools.

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Stages and Tasks of Facilitation

Successfully mobilizing boards or any group of people from talk to action is no small feat. Not only does it require a level of commitment and responsibility on both entities — the facilitator and the group — it also demands a competent facilitator armed with a whole cadre of skills, tools and resources. In many instances the facilitator is considered the “change agent,” which can be a tough role to take on. The following 5 areas summarize the typical stages of facilitation and tasks of the facilitator (framework developed by the University of Minnesota Extension Service):

1) Pre-work

   a) Contracting or agreeing to facilitate

   b) Planning the agenda

   c) Confirming who is attending

   d) Arranging the meeting room and supplies

2) Opening the meeting or event

   a) Making introductions

   b) Exploring the purpose of the meeting/event

   c) Helping the group determine the agenda

   d) Breaking the ice

   e) Setting ground rules

   f) Initiating discussion

3) Facilitating the meeting

   a) Proceeding through the agenda

   b) Helping the group stay on track

   c) Ensuring participation

   d) Building consensus and making decisions

   e) Managing conflict

   f) Handling disruptive behaviors

   g) Fulfilling your role as facilitator ethically

4) Closing the meeting

   a) Reviewing the agenda

   b) Identifying the next agenda

   c) Reviewing decisions/actions

   d) Answering questions

   e) Evaluating the meeting

5) Following up

   a) Clarifying remaining expectations for facilitator

   b) Asking for helpful feedback

   c) Determining action for any unfinished business

References and Additional Resources

IAF Core Competencies for Certification. (2011) International Association of Facilitators. Accessed On- line June 8, 2011 at: http://www.iaf-world.org/index/Certification/CompetenciesforCertification.aspx

Scheffert, D., Anderson, M., Anderson, S., Laeger-Hagemeister, M., and Steinberg, R. 1999. Facilitation Resources – Volume 4. University of Minnesota Extension. St. Paul, Minnesota. Accessed on-line January 28, 2011 at: http://www.extension.umn.edu/community/leadership/materials/facilitation/

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Does our Board Need By-Laws?

by Dan Clark

The bylaws or rules of procedure should outline procedural functions and governance policies of a board. Boards should spend time developing bylaws defining and clarifying their purpose, membership, operating procedures, roles and responsibilities. In preparing bylaws, make sure that you refer back to and are consistent with the general provisions laid out in the governing bodies enabling legislation (i.e. resolution). The bylaws of a public board are always subordinate to the local ordinances, resolutions and state statutes; if there is a conflict, seek competent legal counsel.

Bylaws need to be specific enough to provide a clear overall structure, but not so specific that the potential changing needs of the board would require frequent bylaw changes. New board member orientation should include a review of the bylaws. At least one annual meeting should include a review of the bylaws to ensure the board maintains consistency in its operation and procedures. While much of this information is likely already provided in the board’s resolution, when developing board bylaws, members should consider the following questions:

1. What is the name of the board?

2. What is the purpose of the board?

3. What is the membership of the board?

4. What is the process of selecting a board chairperson (presiding officer), vice chair and secretary? How long is the term of office? What are their roles and responsibilities?

5. Who presides over the board if the chairperson is absent?

6. Who takes the meetings minutes? Who is responsible for taking minutes when the minute taker is absent? How are the minutes filed and stored?

7. Who decides what items are placed on the agenda? How do board members and/or the public request items be placed on the agenda?

8. When and where are meetings scheduled? What are the board’s expectations for meeting attendance and unexcused absence? What constitutes abandonment of office and how do you communicate it to the governing/appointing body.

9. If a special meeting is necessary, who has the authority to convene a meeting?

10. Do you have specific procedures when meeting in executive session?

11. What constitutes a quorum of members necessary to conduct official business?

12. Does the chairperson have the same voting privileges as other board members? How does the board deal with a tie vote?

13. What are the noticing requirements for board meetings?

14. Who is responsible for posting meeting notices?

   a. Where will notices be posted?

   b. When should notices be posted?

15. Can the board create subcommittees? If so, who appoints the subcommittees? Are the subcommittees standing or ad hoc?

16. What are your procedures for public records requests?

17. Do you have or need public participation guidelines (time limits if an audience threshold is reached)?

18. Do you require new member orientation with specific materials provided?

With clear by laws, public boards will invest more time and energy deliberating over issues specific to their purpose and less time wrangling over procedures and process. Ultimately, by-laws should make your board more transparent, more accessible, and more efficient.

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About the Authors

Jennifer Anderson is the Montana State University Extension Agent in Rosebud-Treasure County, Forsyth, Montana. She can be reached at (406) 346-7320, jenanderson@montana.edu.

Dan Clark is the Director of the Montana State University Extension Local Government Center. He can be reached at (406) 994-7756, daniel.clark@montana.edu.

Tim Fine is the Montana State University Extension Agent in Richland County, Sidney, Montana. He can be reached at (406) 433-1206, tfine@montana.edu.

Ashley Kent is the Associate Director of the Montana State University Extension Local Government Center. She can be reached at (406) 994-6657, ashleykent@montana.edu

Paul Lachapelle is an Assistant Professor of Political Science at Montana State University. He can be reached at (406) 994-3620, paul.lachapelle@montana.edu.