The bylaws of every organization should include a provision for officers. Each organization has the right to determine the number of officers, their duties, how they are elected, the term of office, and whether they can be removed from office, along with the reason and the stated procedure for removal.
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This chapter looks in detail at the two offices that are essential to an efficient organization: those of the president and the secretary. It examines their duties, responsibilities, and limitations. Other topics in this chapter include the purpose and content of the minutes, the roles of the treasurer and the board, and the steps members can take to ensure the vitality and long life of the organization.
Officers are usually selected from an organization's membership. However, in some legislative bodies, the U.S. Senate for example, the president comes from outside the membership. In certain circumstances where a controversial issue is being discussed, members may want the option to hire the services of a nonmember - a professional presiding officer - to conduct the meeting.
When members become officers, they still retain all the rights that they had as regular members: the right to make motions, to debate, and to vote. However, a member serving as president must remain impartial. For this reason, rules exist that govern when the president can make a motion, participate in a debate, and vote.
Those people elected to office or appointed to a committee chairmanship are responsible for keeping records of their assignments and then giving those records to their successors. If an organization has a permanent facility, the permanent records of the society, meeting minutes, treasurer's books, checkbooks, and records of any investments should be kept at the facility - not taken home with the officers. Likewise, the organization's facility should offer the secretary and the treasurer a place to do their work. In a small organization, where the officers frequently keep the records of the society in their homes, the organization should make provisions to have these records returned to someone in the organization if that member is not re-elected to his or her office, resigns membership, or dies. A common problem in small organizations is getting the checkbook back from the treasurer or the minutes book back from the secretary if he or she is not re-elected to office or stops attending meetings.
When electing officers, the membership needs to take into consideration the reliability of the people being considered for office. Those elected to office need to seriously consider the obligations and duties of that office before accepting the position. If, during a term, an officer realizes that he or she cannot keep up with the demands of the office, the officer should either arrange for help with his or her duties or resign. If the officer resigns, all the documents entrusted to him or her should be returned at the same time as the officer's resignation letter. Should the officer be unable to return the documents in person, he should mail them to the secretary by certified mail with a return receipt. Doing so ensures that the records of the organization arrive safely.
Organizations need a minimum of two officers: a president and a secretary. The president presides at the meeting, and the secretary records the transactions of the meeting in the minutes.
The office of president and its duties vary according to how the organization is structured in the bylaws. Primarily, the office of president includes fulfilling a leadership role by setting goals or a specific tone for the organization during the term of office, performing administrative duties as assigned by the bylaws, and presiding at the meetings.
Whatever the structure of the organization, the president has authority to do only the things that are assigned to that office by the bylaws. Often, those elected to the office of president misunderstand their role in the organization and believe that the members have given them free reign to run the organization any way they please, thus setting up a dictatorship.
In some social or professional organizations, the president is the most important officer for determining the focus and action of the organization. Those running for the office of president may actually run on platforms, with members voting for candidates based on the philosophy, goals, or plans for the organization presented in their platforms. In other organizations, the primary responsibility of the president is presiding at meetings, while many of the administrative duties are invested in committees and the legislative power is vested in an executive board.
The chief administrative duty of the president is to represent the organization. The president signs all legal documents; supervises the employees and the activities of the organization; represents, or speaks for, the organization; and presides at meetings. These duties vary between organizations and should be stated in the bylaws.
This section focuses on the president's responsibilities as a presiding officer and the rules that the president must follow when presiding at meetings.
The key duties of the presiding officer are to:
Keep order.
Be fair and impartial.
Protect the rights of all the members.
To keep order in a meeting, the president should be thoroughly familiar with the bylaws, other rules of the organization, parliamentary procedure in general, and the organization's selected parliamentary authority in particular. The president has the following specific responsibilities:
The president should be familiar with the basic rules of calling a meeting to order; how to establish and follow an agenda or order of business; the proper steps in making, debating, and voting on motions; and the different classes or types of motions and how they are ranked. (Part II of this resource covers these basics.)
The president and the secretary should prepare the agenda together. The president should be familiar with any unfinished business and any new business that must appear on the agenda. If the proposed business is controversial, the president can plan ahead for problems that may arise during the meeting and consult with a parliamentarian beforehand to learn how to handle the situation.
If standing committees are to give reports, the president should call these committee members prior to the meeting to see if they have a report to give. At the meeting, the president should call on only those people who have indicated in advance that they have reports.
The president should come to the meeting with paper and pencil to write down motions as the members make them. At the meeting, the president or the secretary should have a copy of the organization's bylaws, standing rules, rules of order, and the parliamentary authority. The president should have a thorough working knowledge of these governing documents.
The president should call the meeting to order on time and determine that a quorum is present before proceeding with the meeting. (The president does not have to announce that a quorum is present.)
The president should announce all business in the proper sequence and entertain every motion that is in order. If in doubt about why a member rises, the president can ask:
President: For what purpose does the member rise?
If the member rises to do something that is not in order at that time, asking this question allows the president to stop the incorrect procedure immediately without wasting the assembly's time. If it is in order, the president allows the member to proceed. This phrase keeps business going in the right direction.
The president must state each legitimate motion for the purpose of discussion and for taking a vote. The president ensures the rights of the members to debate the motion by allowing each side fair representation during controversial issues and by keeping debate to its time limits. The president takes the vote on motions and knows the proper type of vote required for the different classes of motions. He or she announces the result of the vote so that all members know what action is taken and, if adopted, who is responsible for carrying out the action.
The president should rule on any procedure that does not follow correct procedures (for example, motions that are not in order at a certain time, debate that gets off the subject, and any effort by members to deprive others of their rights to debate and make motions). The president must entertain all appeals to his or her rulings and let members vote on the appeal. The president has an obligation to answer any member's questions about the discussed business or any parliamentary inquiries about procedure.
The president declares the meeting adjourned by vote of the assembly at the end of the program or in cases where an uncontrollable situation such as a riot takes place or when the health or safety of the members is in danger.
The most important principle that all presiding officers must remember is that they represent all the members, not just a select few and not just those with whom they agree. The duty of the presiding officer is to keep control of the meeting, but more than that it is to see that during debate, all the facts - pros and cons - come out in the discussion so that the assembly can make an informed decision. No member should feel that the presiding officer takes sides, but rather that the officer allows the assembly, through the democratic process, to arrive at the will of the majority. To ensure fairness and impartiality, the president adheres to the following rules:
In a business meeting, the president cannot make motions or enter into debate.
The president can enter into debate only if he or she leaves the chair and lets the vice president or another officer preside; that is, if the president gives up his or her function of presiding over the meeting. If the presiding officer steps down and enters debate, he or she must stay out of the chair (not return to presiding) until the motion has been disposed of either temporarily or finally.
The president also steps down from the chair and lets the vice president or another officer preside when a motion has direct personal or monetary interest, or when he or she is censured. However, the presiding officer can stay in the chair during nominations and elections when he or she is a candidate for office or is being considered in a motion with others - for example, if there is a motion to send delegates to a convention and the president is nominated as one of the candidates.
The president does not vote except in three situations: 1) if the president's vote would break a tie vote; 2) if the president's vote would create a tie vote; or 3) if the vote is taken by ballot (see Chapter 5).
The president can give information, correct misinformation, and help members with parliamentary procedures. The president is obligated to help members phrase motions, even when he or she is opposed to the motion. When giving information or correcting misinformation, the president states: "The chair has information that . . . ." The chair should never say that a member is lying or wrong, but should simply state the facts and let the members decide what is the truth.
If possible, the president sits down when a member is assigned the floor. If there is no place to sit, or if members can't see the president when he or she is seated, the president stands back from the lectern.
The president is responsible for enforcing the rules and decorum of debate and alternating debate between the pros and cons in a controversial situation (see Chapter 4).
The presiding officer always refers to himself or herself in the third person when talking to the members. For example, the presiding officer may say,
President: The chair rules the discussion is out of order at this time.
A truly effective president protects the rights of the members by personally following the laws. The president upholds the bylaws and other rules of the organization and enforces them by informing the members when bylaws are ignored or disobeyed. The president rules out of order all motions that conflict with the bylaws and other governing documents of the organization, as well as any motions that violate local, state, or national government. If members propose a motion that conflicts with the bylaws, the president should rule the motion out of order and explain the procedure for amending the bylaws, if doing so is possible. If members propose a motion that violates parliamentary rules, the president should rule it out of order and then explain the proper procedure that helps the members accomplish their goals. To protect the rights of the members, the president has the following specific responsibilities:
The president protects the assembly from frivolous or dilatory motions (undemocratic ways of delaying business) and from any attempt by members to push an action through without following the democratic process. (See "Important Points to Remember Before Making a Motion," in Chapter 3.)
Dilatory practices that a president should look for are:
A member calling for a division when it is very clear which side has won, or calling for a division after every vote that is taken.
A member continually making the motion to adjourn for the purpose of obstructing business.
A member making absurd motions or amendments.
Several members raising points of order for no reason.
If members are using dilatory practices to obstruct the meeting, the chair needs to remain calm and courteous, but firm. The chair can do one of two things: not recognize the members or rule the motions out of order. However, the chair must not do either of these two things to speed up a meeting. These are strictly measures to take if a member is clearly being dilatory. The president's duty is to serve the wishes of the entire assembly, and he or she should not allow any personal feelings to affect his or her judgment.
The chair should know the procedures for calling to order a member who is unruly and disruptive. To call a member to order, the chair can say:
President: The member is out of order and will be seated.
If the member continues to misbehave, the president can ask the secretary to record in the minutes the objectional behavior or language. If the member does not quiet down or apologize for his or her behavior, the next step is to name the offender, which is called preferring charges. The president should use this option only as a last resort. If the president prefers charges, the president should state what the member has done. The assembly must then decide what action to take. If members do not readily come forth with a motion that sets a penalty, the president can ask:
President: What penalty shall be imposed on the member?
The membership must now propose a penalty. The motion is debatable, and the member facing the potential penalty has a right to speak to the motion. This motion takes a majority vote unless the motion takes away rights of membership, in which case a two-thirds vote is needed.
The president should try to resolve difficult situations without resorting to this procedure. If the conduct of a member gets out of hand, the president can always declare a recess and talk with the member during the recess to try to resolve the problem.
The president should cultivate certain qualities in order to be an effective presiding officer. In fact, every member of an organization should strive to represent these qualities, because at times (for example, when the president is absent) other members need to preside at a meeting. The primary qualities of an effective presiding officer are:
Good judgment - knowing when to strictly enforce the rules and when strict enforcement impedes the flow of business.
Teachability - the willingness to learn the correct procedures and to use them fairly and judiciously.
Active listening skills - what are the members saying and what signals are they giving to the presiding officer to help the officer expedite business?
Calmness - the ability to keep peace if the meeting becomes turbulent.
Humility - not taking offense if the members correct what the presiding officer is doing or if they appeal from the decision of the chair.
Firmness - staying the course and following proper procedures when necessary and not allowing members to take shortcuts when doing so impedes the rights of a member of the assembly.
Although the president is given the power to sign legal documents and represent the society, he or she should never bind the society to contracts that the members have not agreed to by a vote; nor should the president speak to an issue in public without the permission of the society. By taking such actions without the society's permission, the president invites the members to begin proceedings for removal from office.
The office of vice president might be called president in training. One of the specific parliamentary duties of the vice president is to preside when the president is unable to be at a meeting or when the president has to step down from the chair because he or she wishes to debate an issue. The vice president also presides if the president is being censured or if a motion is being made that concerns only the president.
Normally, the vice president takes over the office of president if that office is vacated for any reason. If an organization has more than one vice president, the vice presidential offices should be numbered in the bylaws. The bylaws should also state the order of succession if the office of president is declared vacant.
When the vice president presides, members address him or her as "Mr. President" or "Madam President." When the vice president and the president are both on the platform, members address the vice president as "Mr. Vice President" or "Madam Vice President." If in doubt, "Mr." or "Madam Chairman" is also correct.
If the bylaws specifically say that the president is to appoint all committees, and the vice president is presiding when a member makes a motion to form a special committee, the vice president cannot appoint the committee members unless the bylaws provide for this particular rule's suspension. (Note that no other presiding member can make the appointments either.)
Organizations need a minimum of two officers to conduct a meeting and to keep the organization together: the president and the secretary. Many people think that the president is the most important member of the organization. Others argue that the secretary is, because this officer is responsible for keeping all the records of the organization, preparing the agenda, handling correspondence, sending notices of meetings to members, taking and recording the minutes, and performing other administrative duties assigned by the organization.
In general, the secretary is responsible for:
Keeping all the records of the organization (including committee reports) on file and keeping an up-to-date list of all the members.
Notifying members of their election to office or appointment to committees, and furnishing them with the proper documents.
Notifying members of election or of appointment as a delegate at a convention, and furnishing them with credentials.
Signing all the minutes and other certified acts of the organization, unless the bylaws specify differently.
Maintaining the official documents of the organization, including the bylaws, rules of order, standing rules, correspondence, and minutes. The secretary keeps the bylaws and other governing documents up-to-date with any changes made through the amendment process.
Mailing members a notice for each forthcoming meeting.
Taking minutes at all business and board meetings, handling the correspondence, and preparing the agenda for the meetings (unless the president prefers to do this). The secretary must know how to call a meeting to order if the president and vice president are absent and know how to preside until the assembly elects a temporary chairman.
Bringing to each meeting the minutes book, bylaws, rules, membership list, a list of committees and their membership, the agenda, records, ballots, and any other necessary supplies.
If the secretary or any of the officers have duties other than those listed in the adopted parliamentary authority, the bylaws or standing rules should contain the additional duties.
The question most frequently asked by someone who has just been elected or appointed to the office of secretary is, "What do I put in the minutes?" If a person asks enough parliamentarians, reads enough books on the subject, and consults various parliamentary authorities, he or she will find many viewpoints on this subject. The answer is to follow the recommendations of the organization's parliamentary authority and the wishes of the organization itself regarding the contents of the minutes. If the secretary is recording minutes for a legislative body, for example a city government, state codes may govern the content of the minutes.
The minutes should contain a record of what is done, not what is said. Minutes do not contain interjected personal comments or someone's opinion about what has happened. The assembly is responsible for approving and correcting the minutes. What the assembly approves is considered the final wording of the minutes. If someone finds a mistake in the minutes at any later time, the secretary can correct it by bringing it to the attention of the assembly. This is done by making the motion amend something previously adopted, or the chair can assume the motion and take the vote by general consent. Many times, the presiding officer, together with the secretary, reviews the minutes for accuracy and wording before the secretary puts them into final form. However, the president should not insist on a particular wording merely to make himself or herself look good or to change the outcome of decisions made.
If the minutes are published (for example, when minutes of public meetings of government bodies are sent to all the members), the minutes should contain, in addition to the standard information, a list of speakers on each side of the question, with an abstract text of each address. Also, committee reports and the action taken on them are printed in full. Recording such meetings is wise.
When writing the minutes, a good technique is to write so that anyone else reading the minutes is able to visualize what was done at the meeting. Write the minutes as soon as possible after the meeting while it is fresh in your mind. See Appendix C for an example of good meeting minutes.
The secretary may ask, "Why do I need a thorough knowledge of parliamentary procedure simply to take the minutes?" If the secretary does not understand, for example, the ranking of motions or other key procedures, the minutes will not be accurate. For example, all adopted secondary motions - subsidiary, privileged, and incidental - must be recorded in the minutes. (The secretary who has a thorough knowledge of parliamentary procedure can also be of great help to the presiding officer when there is no parliamentarian present.) The following sections explain the contents of each part of the minutes.
The opening paragraph includes the following items:
Call to order:
The name of the organization, the date and time, the place of meeting if different from the usual, and the kind of meeting - regular, special, or adjourned.
The fact that the regular presiding officer and the secretary were present - or the names of their substitutes.
The roll call (if required by the rules of order): those who are present and those absent, and whether any member comes late or leaves early. In board minutes, naming those present and those absent is always a good idea.
Approval of the minutes of previous meeting(s):
What action was taken on the minutes of the previous meeting (approved as read or corrected). The secretary should record corrections in the minutes of both meetings, that is in the minutes where the mistake was found, and in the minutes of the meeting where they were read.
For example, the minutes for a meeting on August 3 read: "The minutes of the meeting on July 3 were corrected to read 'the balance in the treasury is $500.' The minutes were approved as corrected."
The secretary then corrects the minutes for July 3 by drawing a line through the mistake, writing above the mistake "$500," and initialing it.
The following items are included in the body of the minutes, with or without headings:
Reports of officers and committees: The fact that the reports of officers, boards, and standing and special committees were given, and what action was taken, if any. Occassionally, secretaries will include a brief summary of the committee reports, if they give information about the year's work. Some minutes give the entire treasurer's report, and some just give beginning and ending balances. Members should decide how much of the treasurer's report they want in the minutes. If the members receive a copy of the treasurer's report, perhaps only the beginning balance, total income, total expenditures, and the ending balance need to go into the minutes.
Special orders - election of officers: When nominations and elections are being recorded, the names presented by the nominating committee are recorded first, and then the names of those nominated from the floor. In reporting the vote, the secretary includes the tellers' committee report - a record of all the candidates and how many votes each received - in the minutes. The chair's declaration of each member elected is then recorded. (For an example of a teller's report and how the president handles it, see Chapter 12, "Election by Ballot Vote" and "Teller's Sheet and Report.") The number of votes each nominee received is also recorded in the minutes, as well as a statement of the term of office.
Here's an example of problems that arise when details are left out of the minutes. An organization elected board members for a three-year term. It elected two board members in odd years, and three members in even years. Some board members moved and left the organization, which created vacancies that had to be filled. Because the organization didn't record in the minutes which members were elected at which time, the members didn't know if they were electing members to fill a full three-year term or a shorter remaining term. The lesson here is obviously to be specific in recording elections in the minutes.
Unfinished business: The minutes should include unfinished business only if there was unfinished business on the agenda. The minutes should state what action was taken on business that carried over from the previous meeting.
New Business:
The name of the maker of a motion but not the person who seconds it - unless doing so is customary or the group desires it.
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The final wording of all main motions (with amendments incorporated) and all motions that bring a question back before the assembly. Also, what happened to each motion - whether it was adopted, lost, or temporarily disposed of. If a motion was withdrawn, it is not recorded. (However, if a motion has been postponed to another meeting and then withdrawn, note this fact in the minutes so that there is some record of the disposition of the motion.)
If a motion was laid on the table and not taken from the table at the same meeting, record this fact in the minutes. Also, the motions to postpone and refer to a committee should be included in the minutes, if they were adopted.
Note: When an assembly adopts a motion that is of a continuing nature (for example, changing the time of the meeting, buying plaques for outgoing officers, giving money to an organization on a yearly basis, having a yearly dance, or setting a function at a certain time), such motions should also be recorded in a notebook of standing rules. These motions are ongoing and can be rescinded or amended only by previous notice and a majority vote, or by a two-thirds vote without notice. They are easier to find if kept in a separate document because the secretary does not have to go through all the minutes to find the original motion. These motions are numbered when put in the standing rules.
Secondary motions that are adopted. If the motion to recess is adopted, the minutes should state what time the members recessed and what time the meeting was called back to order.
Program and announcements: The following items are grouped together in separate paragraphs and come at the end of the minutes:
Speaker: The name of the guest speaker and the program, if there is one. Make no effort to summarize points given by the speaker.
Previous notice: All previous notice of motions and their content. For example, if someone gives previous notice to rescind or amend a previous action, the minutes should record that "Member X gave previous notice that, at the next meeting, she will rescind . . . (include here the approximate wording of what the member proposes to rescind)." See "Rescind and Amend Something Previously Adopted" in Chapter 10.
Announcements: Any important announcements, such as the chair announces that the time and the location of the next meeting will differ from the norm.
These items are included in the minutes as they occur:
The results of a counted or a balloted vote. If a counted vote is ordered or if a ballot vote is taken during the meeting, the votes on each side should be recorded in the minutes. However, the votes are not recorded if the organization has a rule or tradition that they are not. If a roll call vote is taken, record the names of those voting on each side and those answering "present."
The fact that the assembly has gone into a committee of the whole or quasi committee of the whole, and its report. For further information, see "Committee (or Quasi-Committee) of the Whole" in Chapter 7.
All points of order and the chair's ruling. Also recorded are all appeals and whether they were sustained or lost.
The last paragraph of the minutes contains the hour of adjournment. The last item on the minutes is the signature and title of the person who took the minutes. The president signs if customary or desired by the assembly. (The person signing can omit the traditional phrase "respectfully submitted.")
The minutes of the previous meeting are read immediately after the call to order and the opening ceremonies. (If an assembly meets quarterly, the minutes of an annual meeting are approved at the next regular meeting or by a committee appointed to approve the minutes.)
The minutes are usually approved by general consent, and they can be approved as read or as corrected. Minutes may be corrected whenever an error is found, regardless of the time that has elapsed. To correct the minutes after they have been approved requires a two-thirds vote, unless previous notice has been given.
Nothing is ever erased from the minutes. Corrections are made in the margin. (If the minutes are double-spaced, the secretary can write the correction above the incorrect information.) When material is expunged, a line is drawn through the words that are to be expunged. Crossed out material should still be readable.
When minutes are approved, the word "approved" and the secretary's initials and date of the approval are written next to the signature of the secretary. Alternatively, a line can be provided at the bottom of the page that says "approval date." For an example of minutes in finished form, see Appendix C.
These days, very few secretaries write the minutes by hand in a bound ledger book with numbered pages. The pen has given way to the computer, so organizations need to find ways to keep their minutes on consecutively numbered pages, and have them bound yearly.
When writing the minutes, each subject is a separate paragraph. Some parliamentarians recommend putting headings at the top of each new paragraph. Examples include "Reports of Officers and Committees," "Reports," "Unfinished Business," "New Business," and so on. Some secretaries leave a wide margin and then put a short summary of the paragraph in the margin. Doing this enables those looking at the minutes months or years later to easily find the item for which they are searching. However you choose to construct the minutes, be consistent.
Having the minutes carefully reviewed for accuracy, spelling, and grammar before putting them in their final form is a good idea.
Often the members of an organization adopt motions that require someone to do something. For example, they may refer a motion to a committee to investigate and report back at the next meeting. Or they may vote to buy a computer and indicate that the finance committee should buy it. The secretary is responsible for taking this information from the minutes and giving it to the proper people. A motion to refer to a committee should be typed out and given to the committee chairman with the proper instructions. If the finance committee is to buy a computer, the secretary gives the exact motion that was adopted to that committee. The secretary must be diligent in seeing that the assembly's wishes are carried out.
The treasurer is responsible for receiving and disbursing the money of the organization. The bylaws should state the treasurer's general duties and responsibilities; the standing rules should state the treasurer's administrative duties. Depending on the complexity of the organization, the treasurer's duties vary.
In small clubs where dues are the primary source of income and where there are not many expenditures, the treasurer's job is relatively simple. The duties may include:
Receiving and depositing dues in the club's bank account. (A treasurer should never keep club monies in his or her personal account.)
Giving members receipts for their dues.
Paying the bills that the club has voted to pay (by writing checks or following whatever other process the organization has set up to pay bills).
Giving a report at the meetings.
Keeping records that will allow a committee to audit the books at the end of the fiscal year. For example, the treasurer should record which members have paid their dues and when bills are paid (and the check number of the payment).
Balancing and reconciling the checking account.
Dues
$15.00Fundraising
$150.00 Disbursements/Expenditures$30.00Postage
$15.00Printing
$12.00 $3.00 Balance on hand April 30, $585.00In either case, the treasurer signs the bottom of the written report.
The treasurer's report is not approved by the assembly but is filed for audit. The auditor's report is then approved. (See Chapter 2, "Calling the Meeting to Order" and "Reports of Officers.")
In larger organizations with employees, the treasurer is responsible for payroll, including deducting social security and income taxes. If the organization is incorporated and owns property, the treasurer is required to file applicable local, state, and federal taxes.
When working for a larger organization, the treasurer should be versed in bookkeeping and/or accounting practices. The treasurer's reports are probably more detailed than those in a small organization.
Duties may also include preparing and submitting a budget for approval. If the treasurer is to handle large sums of money, he or she should be bonded (insured) to protect the organization from loss.
Many organizations work from a yearly budget. Usually the treasurer prepares the budget with the help of the financial committee, the committee chairmen, and perhaps the executive board. The budget is then submitted to the members for approval. A budget is a guide for spending; it is not set in stone. It can be amended by the members when it is presented for adoption, and even after it is adopted.
Usually, when a bill is received that is within the budget, the person responsible for that budget item, such as a committee chairman, signs the bill as approved and gives it to the treasurer for payment. For example: The Buildings and Grounds Committee has a budget of $2,000 for painting. When bids were taken for painting, the lowest bid was $1,950. A contract was signed and when the job was completed, a bill was received for $1,950. The chairman of the Building and Grounds Committee approves the bill by signing his name and writing the words "approved for payment," and sends it to the treasurer who then pays the bill. However, some organizations may still require membership approval for the expenditure to be paid even though it is within a budgeted amount.
If the budget has not allotted enough for painting, and the lowest bid is for $2,050, the chairman of the Building and Grounds Committee must get membership approval for the additional expense before contracting for the painting.
If an organization does not work from a budget, each expenditure must have prior approval by the membership unless an organization has a rule stating differently. In this situation, the Building and Grounds Committee would get estimates for painting and submit them to the membership for a vote. After the membership decides on which bid to accept, the Building and Grounds Committee chairman can then enter into a contract with the company, and the work can be done. When the bill is received and the committee is satisfied with the work done, the treasurer pays the bill.
An audit of the treasurer's books is important to ensure the accuracy of the treasurer's reports. An audit protects both the treasurer and the organization. The auditor may uncover sloppy bookkeeping practices or even recommend a better way of doing things.
The auditor's report is an endorsement of the financial report, and it relieves the treasurer of any responsibility for the period covered by the report, except for fraud. Treasurers should insist that books are audited once a year, and anyone newly elected to the office should not accept unaudited books. Small organizations should appoint an audit committee. In larger organizations, independent accountants should do the audit.
Boards are considered deliberative assemblies. This means that they have the authority to meet to determine courses of action taken in the name of the organization.
Robert's Rules of Order, Newly Revised defines a board this way:
An administrative, managerial, or quasi-judicial body of elected or appointed persons which has the character of a deliberative assembly with the following variations:
(a) boards have no minimum size and are frequently smaller than most other assemblies;
(b) while a board may or may not function autonomously, its operation is determined by responsibilities and powers delegated to it or conferred on it by authority outside itself.
A board may come in any size. It may be a governmental body that makes laws for a village, or it may be the governing body of a corporation. Within a club, it may be a body that has been given administrative powers for the organization.
All boards are set up by some enactment. In public bodies, they are brought into existence by state legislatures or by county and local governments. In incorporated organizations, they are usually brought into existence by the corporation charter. In small unincorporated organizations, they are established in the bylaws.
A board may have various names, such as board of directors, board of trustees, board of managers, or executive board. For an organization to have a board, there must be a provision in the bylaws. If provisions aren't in the bylaws, no small group of members can act like a board.
Boards get their powers and duties from bylaws and can only do what the bylaws allow. A board is primarily the administrative arm of an organization, and it transacts the business of the organization between regular meetings.
Board membership is defined in the bylaws. Bylaws should set the quorum of the board, specify how vacancies are filled, define how vacancies are created, set the number of board members, explain their duties, and determine how often the board meets.
The bylaws should also state who comprises the board. Usually, the board consists of the officers and committee chairmen and a few elected directors. Or the board may be composed of members elected by the membership, who in turn elect their own officers from the members of the board. Usually the president and the secretary of an organization serve on the board in the same capacity as they do in the regular membership meetings.
Boards cannot disobey the orders of the assembly or act outside of their prescribed duties. Unless the bylaws specifically give a particular authority to the board, the assembly can counteract any action of the board.
Board meetings are usually held in executive session (closed to the membership) unless the bylaws state that the meetings are open to members. The minutes of the board meetings are not made public to the membership unless the board members vote to let the membership read the minutes or unless the membership indicates by a two-thirds vote (or with previous notice a majority vote) to have the board minutes read.
These guidelines, however, do not mean that the board keeps its activities secret. The board should give a periodic report of its activities to the members. When drafting bylaws, an organization should carefully consider how much power it assigns to the board.
For example, in homeowners' associations, the board members usually make all the decisions for the association. Often, the only power the members of the association have is the ability to elect members to the board. This can lead to tyranny. Therefore, members should select board members for their understanding of democratic principles, especially the concept of consent of the governed. Consent of the governed means that power rests with the people. The reason those elected can govern is because the members say they can. The members have consented to the way they are governed by the rules they have established. And they can change the way they are governed by amending the bylaws, removing those elected from office, and reversing actions adopted by the board. This concept is the basis for representative democracy.
Everything said at board meetings is confidential, and board members should respect this and not tell other members what has transpired until the entire membership hears the report. Individual board members cannot speak for the entire board.
All board members are equal, but the chairman presides at the meetings. The chair does not have more power than any other board member unless the bylaws give it to him or her. (See Chapter 16 for specific procedures.)
When a board is established so that a portion of its membership is elected each year, in effect it becomes a new board each year. Any business that was pending, or left unfinished, at the meeting prior to new members' assuming their positions does not carry over to the next meeting. It must be presented as new business. If the board chooses its own officers or is responsible for appointing committees, the new board immediately selects its officers and its committees. Neither the previous officers nor committee chairman and committee members carry over.
Those elected to the board, especially in governmental bodies such as school boards or village boards, should remember that compromise is a key element in serving on the board. Board members should work for the good of the entire organization, not for the agenda of one group or special interest. Too often people run on a platform, and when they accomplish their agenda, they lose interest in the rest of the board's proceedings.
Serving on a board is a privilege. Each board member should be thoroughly familiar with the governing documents of the organization, as well as parliamentary law and procedures.
Some organizations - for example, homeowner and condo associations and public bodies such as school boards, city councils, and county boards - are subject to open meeting laws in state statutes. When a board is subject to these laws, it means that non-board members can attend the meetings. They do not have the right to participate in the meetings unless the board allows time for them to do so. However, they do have a right to attend the meetings, listen to the discussion, and hear how the board members vote. They also have a right to read the minutes of these meetings. When such boards allow discussion or comments from the audience, it is done under the direction of the presiding officer and the rules that the board has adopted. Debate is often limited and discussion must be kept relevant to the topic under discussion. The board has the right to cut off the public discussion when it sees fit. Those who speak in such discussions must remember to direct their remarks to the presiding officer and not to the audience. Both sides should conduct this part of the meeting with civility.
However, there are times when bodies subject to open meeting laws need to meet in executive session. This means that the meeting is closed to the public; only board members can attend. Board members should be familiar with the state statutes that grant this power so they understand under what circumstance they are allowed to go into executive session. These boards can go into executive session only under the conditions stated in the law. If they use executive session as a way to keep the public out of a meeting, they may be sued.
To go into executive session, a member of the board needs to make a motion and state the reason for going into executive session. (The secretary should record this motion in the minutes.) The board members then discuss the motion and take a vote. A majority vote is required to adopt this motion. If the board goes into executive session, it should be for discussion only. Any action a board wants to take should be done when the board members return to the open portion of the meeting. This way the action is recorded in the minutes for all to read. Anything said in executive session is confidential. Members can punish any member who discloses what was said in executive session. See Chapter 16, "Executive Sessions."
Many organizations have ex officio board members. Ex officio means "by virtue of office"; in other words, the member serves on the board because he or she holds a certain office either within the organization or in the community. For example, if the bylaws state that the president of the state organization shall be an ex officio board member of the local branch of that organization, that person becomes a member of the board because he or she is the state president. When the member's term as state president ends, his or her term as ex officio board member also ends, and the new state president becomes the ex officio member. Another way members become ex officio members is by virtue of some office that they hold in the community. Sometimes a mayor is asked to serve as an ex officio member of a board even though he or she is not a member of the organization.
The most frequently asked question about ex officio members is, "Can ex officio members vote?" If an ex officio board member is a regular member of the organization, there is no distinction between the ex officio member and the other board members. The ex officio board member is counted in the quorum and has the right to make motions, debate motions, and vote on all questions. If an ex officio member is not a member of the society, he or she is not counted in the quorum. However, the ex officio member still has the right to make motions, debate motions, and vote on all questions.
When the bylaws state that "the president is an ex officio member of all committees," the president is not counted in the quorum of any committees because it would be too difficult to attend all the committee meetings. But if the president attends the meeting, he or she has the right to make motions, discuss motions, and vote on all questions.
When a person is appointed an ex officio member by virtue of holding a public office (such as mayor), his or her membership on the board or committee ceases when the term in office expires.
In the course of an organization's work, boards and officers may be confronted with the resignation of a fellow officer, board member, or committee chairman. There are two reasons people resign from office. The first reason is that something arises in the personal life of the officer that demands his or her time and attention. The officer feels at this time that he or she can't fulfill the duties of the office and do justice to the organization, so the officer submits a resignation. The second reason is that there is a rift or severe disagreement within the organization. An officer may become angry, disheartened, or vengeful, so he or she submits a resignation.
The first thing that the organization should do after it receives a resignation is to figure out why the person is resigning. If the organization really needs this person's active input, it should find a way to keep him or her. If the person is resigning because of lack of time, then perhaps the organization can appoint an assistant to help with the work. If the person is resigning because he or she can't attend the meetings, the organization should consider changing the meeting date and time.
If the person submits his or her resignation because of organizational problems, the organization needs to look at how its members communicate with each other. Perhaps the members need to be more willing to allow disagreements and hear what others are saying. If an organization strictly obeys the principle of majority rule while protecting the rights of the minority, it can resolve problems in an intelligent, kind, and civil way.
A resignation should be a formal letter that includes the date, a name to whom it is addressed, the reason for the resignation, and the person's signature. The person resigning can mail his or her letter to the secretary or hand it to the secretary in person.
Under no circumstance should the secretary or president accept a verbal resignation. If a resignation is given to the officer this way, he or she should talk with the person and find out the reasons for the resignation. Perhaps just talking to the person can solve the problem. However, if the person insists on resigning, the person should put it in writing and submit it to the secretary. This gives the accepting body something to read and consider. Every resignation should be put to a vote. When it is accepted, the office is vacant and should be immediately filled according to the rules for filling vacancies stated in the bylaws.
If an officer submits a resignation and then decides to withdraw it, he or she can do this until a vote is taken. It is unjust for a secretary or governing body not to allow a withdrawal of the resignation before a vote is taken. The only way a resignation can't be withdrawn is if some rule of the organization or a state statute prohibits it.
When submitting the resignation, the member resigning should give it to the secretary only and not mail it to everyone in the organization. (An resignation is not acceptable because it is not signed.) Sending the resignation to every member only confuses matters and promotes gossip and conjecture in the organization. If the member later decides to withdraw his or her resignation, there is much more explaining to do. The other members may see this person as unstable and not worthy of the position.
In each Olympic ceremony, before the games begin, we see the dramatic lighting of the Olympic flame by a torch that was lit in Greece and carried by plane, by boat, and on foot to the location of the present games.
Members of an organization may be fired up with this Olympic flame of enthusiasm when they first start meeting and working, but as the torch passes from one administration to another this enthusiasm often wanes.
How can organizations keep their members and officers alight with enthusiasm? Here are some suggestions:
Have officer training sessions for new officers.
Listen to the members and meet their needs.
Recognize and use the talents of all the members.
Perhaps you are in an organization that elects officers and then says, "Here's last year's file, a list of your duties, and a copy of Robert's Rules. Good luck!" The newly elected officer or committee chairman scratches his or her head and says, "Now what do I do?"
How often have you met long-term members who expect everyone to know as much as they know, and who criticize the efforts of those who don't intuitively know what to do? These same long-term members often don't offer any guidance or training to new officers or new members.
Successful organizations know that a productive, happy membership requires investment in the members. These organizations have training sessions for new officers, they appoint mentors to explain the ropes to new members, and they listen to the reasons why people have joined the organization and then try to meet those needs.
An officer training session may include the following:
A meeting between the outgoing officer and the new officer, so the outgoing officer can go over files, explain duties, and share the things that worked or didn't work. (It is important for the outgoing officers and committee chairmen to give their files to incoming officers and committee chairmen.)
A group training session in which the outgoing officers explain to all the new officers how the organization works. It may also include individual officer training.
On-the-job training in conducting meetings, taking minutes, and writing and giving officer reports.
Each organization should come up with a plan for training new officers. Members are more likely to serve if they feel competent in performing the tasks at hand. By investing time and effort in training officers, the transition from one administration to the next will be less painful.
Westside Toastmasters is located in Los Angeles and Santa Monica, California
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