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Guides to Membership & Executive Session



This document is intended to support shared governance by establishing for common reference the roles and responsibilities of committee members, ex-officio members, consultants, and guests, and by describing the role of executive sessions in conducting Senate business. The guidelines were informed by a review of practices systemwide, guidelines promulgated at the system level[1], and The Standard Code of Parliamentary Procedure (“Sturgis”; American Institute of Parliamentarians, 4th edition, McGraw-Hill, 2001).

Committee Membership

The Bylaws of the Merced Division distinguish two types of committee members: Senate members and student members. Some Senate committees are composed solely of Senate members, while others include student members as well. The membership of each committee is defined in the Division’s Bylaws.

Some Senate members of committees are ex-officio; these individuals are members by virtue of holding an administrative title that affords membership on the committee. For example, the Vice Provost and Dean for Undergraduate Education is an ex-officio member of Undergraduate Council, and the Vice Provost for Academic Personnel is an ex-officio member of the Committee for Faculty Welfare and Academic Freedom. Ex-officio members contribute the administration’s perspective to issues before the committee, thereby facilitating informed deliberation and decision-making.

Committee Member: Participation and Rights

Committee members have the right to voice their opinions on issues, have their opinions recorded, make and second motions, and vote, unless otherwise stipulated in the Bylaws. Members also count toward quorum.


As per Division Bylaws, ex-officio members are non-voting. They may voice their opinions on issues and have their opinions recorded, but they do not count toward quorum and do not vote. Administrative members aid the work of the committee by acting in a consultative capacity.

Student Members

As per Division Bylaws, student members are non-voting. As representatives of the student constituency, student members are encouraged to voice their opinions on issues and have their opinions recorded, but they do not count toward quorum and do not vote.  On all formal votes, the student opinions will be recorded and reported separately.

Consultants & Guests: Roles, Participation & rights

Committees are most effective when their work is well informed. Consultants and guests can play an important role in promoting informed deliberation and decision-making.


Consultants are usually campus staff or administrators that provide subject matter expertise to a committee. They may also be non-Senate faculty. They are not members of the committee, and therefore do not count toward quorum, do not vote, and may not make or second motions. They may be invited to attend all or portions of committee meetings.

Ideally, consultants are appointed annually. The committee chair, in consultation with the Senate Chair and Executive Director, propose functional units, or specific staff members, as consultant(s) for their individual committees. In most cases, consultants do not change from year-to-year, but new ones may be added as the need arises.


Guests are usually university staff or administrators invited to join a committee meeting for a specific purpose, typically at a specified time on the agenda.  “By invitation” guests do not have voting privileges or count toward quorum, and they may not make motions or second them.  Authority for inviting guests ultimately lies with the committee chair.

Committee Meetings & Executive Sessions

Committee meetings are intended to facilitate the business of the committee as effectively as possible. As such, meetings are typically conducted as open sessions, in which all members and consultants are present and contributing.

Committees must, however, at times discuss and act upon sensitive or confidential information in closed session. These executive sessions are for voting members only. Ex-officio members, students, and consultants may be present for executive sessions at the invitation of the committee or at the discretion of the chair.   

Committee chairs are encouraged to designate time on each meeting agenda for an executive session, which may or may not be used. By majority vote, committees may call for an executive session at any point during a meeting. 

The proceedings of executive sessions are confidential to the executive session; they are not recorded or included in the minutes. Decisions may be taken and action items should generally be noted, however, in the publicly available minutes. Movement into and out of executive session should be recorded in the minutes.


[1] Guidelines for Systemwide Senate Committees -; Roles and Responsibilities of Senate Analysts and Administrative Consultants -

Principles to Guide the Practice of Executive Session

The principles, and associated practices, that follow provide a framework for conducting executive session. The aims are to establish a broadly shared set of expectations for how executive sessions are conducted, and to promote consistency in the implementation of executive sessions across Senate committees. As outlined in the Guide to Committee Membership (see above), executive sessions are held for the purposes of discussing and acting upon sensitive or confidential information. This purpose, however, must be understood in light of the expectation that committee deliberations conducted in open session are themselves confidential. All meeting participants must feel free to offer their respective perspectives, without concern that their comments will be reported beyond the discussion, so that a committee’s final position on an issue is as informed as possible.

Principles & Practices

  1. Executive session is conducted in keeping with the Senate’s Guide to Committee Membership (see above).


  • Executive sessions are for voting members; ex-officio members, students, and consultants maybe invited to participate by the committee and/or chair.
  • Executive sessions are indicated on the committee’s meeting agenda for that day.
  • Executive sessions are normally included on every agenda, although they may or may not be used.
  • Decisions made in executive session are generally noted in the publicly available minutes of the meeting in which the session was held, although minutes are not recorded for the executive session.
  • Movement into and out of executive session is recorded in the minutes of the meeting in which the executive session was held.
  1. When routine committee business is considered in executive session,1 committees duly consider including non-voting members and consultants so as to promote the most informed decision.


  • Committees explicitly evaluate and define the set of non-voting members and consultants to involve in discussions of routine business conducted during executive session, taking into consideration the value of their contributions and the benefits of the shared understandings that result from participation.
  1. Generally, actions taken in executive session are publicly communicated in more than one mode.


  • The chair orally reports the decision in a subsequent chair’s report.
  • The analyst provides the decision to all committee members and consultants in a summary of the meeting’s action items.
  • The decision is noted in the publicly available minutes of the meeting in which the executive session is held.
  • The decision and supporting reasoning are provided in related memoranda.
  1. Generally, documents considered in executive session are considered sensitive, and are unavailable to the full committee membership, unless determined otherwise by the committee chair.


  • The committee chair evaluates the confidential nature of executive session materials on a case-by-case basis.
  • When reporting a decision made in executive session, the chair will report whether the materials are available to the full membership.
  1. Executive sessions are not recorded2 unless recording is approved by the chair.


  • The chair, in consultation with the analyst, will determine whether the discussion will be recorded.
  • Routine business can be recorded for the purposes of drafting associated correspondence.
  1. Committee members and consultants may request information or clarification regarding the matter of executive sessions. Committees are under no obligation to provide information beyond that communicated by the chair in open session (see #3 above).


  • Requests are made in writing to the committee chair with a copy to the analyst.

1For example, student petitions that need to be handled absent student representatives.

2This includes audio or written recordings.