Kim Goldsworthy

Under Robert's Rules of Order, where there is no other rule in place: • The VP instantly and automatically becomes president. • Simultaneously, there is a vacancy created in the position of VP. No action is necessary, except to give notice to fill the VP vacancy. *** > There is no provision for a member of the executive board to hold two positions. Likewise in Robert's Rules of Order. -- One person could theoretically hold all officer positions. There is no "one man, one office" rule in Robert's Rules of Order, except in the case of the death/resignation/expulsion of a president.

Robert's Rules of Order warns against the use of "co-chairs". A vice chair is the second-in-command where the regular chair of a committee cannot attend. *** Q. Who does the appointing? How or when will your President become a co-chair of one of your Standing Committees? I think you will answer your own question if the appointing party is who I think it is.

I don't know. Ask your president for the source of such a rule, since your rule isn't a parliamentary rule, and didn't come from Robert's Rules of Order.

". . . a set of succession rules . . ."? What do you mean? Are you referring to the superior rules to which parliamentary rules will yield? *** Why are you embedding a customized process of adoption of special rules of order, in the same paragraph? If you don't like RONR's default process, then okay, but do not cram it all into one humongous paragraph. *** Are you already cognizant of the parliamentary motion "To Suspend the Rules"? I fear you are re-inventing wheels were there is no need to.

A1.) It is a common myth that "Minutes can only be approved (or amended) by the same subgroup of members who were present at that given meeting." That myth is false. A2.) Your "new" board need not ask permission from anybody regarding "May we edit those minutes?" The minutes of 10 years ago (or 100 years ago!) belong to the board, and are subject to amendment (correction), regardless of the change in personnel over the years.

A1.) If there is no objection (as the chair asks the members so), the reading aloud of the text of the minutes can be waived. *** A2.) It violates no parliamentary rule in Robert's Rules of Order for anyone or anything to sign checks. You can have a trained monkey sign checks, and not be in violation of any rule in the current edition of Robert's Rules of Order. You cannot commit forgery or fraud. You cannot have one party place the name of another party on any document, without pre-authorization by the appropriate party, or the appropriate body. e.g., There are organization who have rubber stamps for checks. Nothing wrong with that. (The wielder of the rubber stamp may not be the same party whose signature is engraved on the rubber stamp.) e.g., There are organizations who pay vendors from their bank's on-line bill-pay system. Nothing wrong with that. (There is no signature at all on a bank's web site software web page.) e.g., I even bet that there are organizations who place the assistant secretary's signatures on the bank card which controls the checking account. Nothing wrong with that.s For compliance with state law (i.e., banking laws), consult an attorney and ask your legal question to the lawyer.

It is a popular "myth" -- that "minutes are not kept in executive session (closed session or secret session)." *** Per Robert's Rules, minutes are always kept, in all sessions. The handling of such minutes is bit different. But you never stop taking down minutes.

Please: "Guest Joe" should NOT hi-jack a 2014 thread. Guest Joe should post his question as a new thread.

Some organizations have yearly training sessions. One segment of your training sessions could be to have a parliamentarian give a lesson on the basics of parliamentary procedure, and to conduct a thorough Q-and-A session.

Under Robert's Rules of Order: STOP THAT! It violates a fundamental principle of parliamentary law to conduct absentee voting -- which is what you are doing when you vote on-line (via Facebook or via any electronic conference or electronic chat room). *** You must be in a properly-called meeting to make binding decision on behalf of an organization. Your Facebook postings are not being posted in a properly called meeting. You cannot vote just any old hour of the day. So that is Strike Two against you.

>> Then why does RONR say the President can sign if the assembly wishes ...? Because -- the assembly wishes it. Note that RONR does not say that the president signs - period. The president cannot sign. The president needs permission. Permission from whom? From the appropriate party. That is why.

Beware. We may be talking about two different actions. Maybe three. *** The secretary takes the minutes. If someone other than the secretary is taking the minutes, then you have created a problem where the default assumptions of Robert's Rules of Order may not apply. *** The term "minutes" refers to a written document. A written document is signed by the author. E.g., If I take minutes, then I sign the written document. E.g., if you take minutes, then you sign the written document. The sign-er of the document is only signifying "I am the author of this document." Nothing more. *** Upon the approval of one's minutes (upon approval of the written document), the secretary is to mark the written document, with a signature or with an initial, and add a date (of the approval) as a sign that the written document has been approved as the official minutes. If the regular secretary is absent, then the regular secretary cannot authentically mark any document as authentically approved minutes. So, the secretary pro tem of the meeting would be the party who marks and dates the written document as being officially approved as minutes. As a result: Any earlier draft, any photocopy, etc., are thereby deemed inauthentic minutes, and are deemed superseded by another document. *** >> From my online research I've determined that he may not be permitted to sign the minutes. In general: You cannot forge names. And the secretary cannot forge names. You cannot have another party sign in your sted. -- That is dishonest. Neither can the secretary have another party sign for the secretary. The secretary cannot sign a document which the secretary did not author. But the secretary, or a secretary pro tem, if present at the meeting where the approval took place, is certainly authorized to mark and date any written document which has been approved as being the official minutes. -- No absent party can do this act.

Gee, that's close, but not on the nosey.

Article V = "... any officer may be removed ..." Article V.5 = "... any ... director may be removed ..." >> Our Board is of the belief that our Bylaws have clearly stated that WE have the power to remove a Board member by the majority of OUR vote; not the Association's vote. *** So, your board is confused. *** Your board is a mix of: (a.) board members who are only directors, and nothing more. (No second "hat" to wear.) (b.) board members who wear a second "hat" called "officer". Thus, your Rule V refers to "officers" and their removal (the taking of the second "hat"). Thus, your rule V.5 refers to "board members" (irrespective whether they wear a second "hat") and their removal. *** Thus your board may remove the secondary "hat" of officership. Thus your general membership may remove the primary hat of "directorship". *** >> Our Property Manager has advised us that we need to hold a trial exactly as the Association must do to remove a Board member. Thus, your Property Manager is confused. ***

A1.) Yes. A board is free to create a "committee of one" for most any minor task. Even if that task is permanent or semi-permanent. A2.) To create a new position which is NOT an officer position is certainly allowable. Your new sergeant-at-arms position will NOT be an "officer" position. But a board is free to create non-officer positions. In the parliamentary sense, each such non-officer position should be considered to be a "committee-of-one". Some common examples of "committee-of-one" might be: • newsletter editor • Christmas Party coordinator • Continuing Education chair That is, these are all one-man jobs. And more importantly, none of these one-man jobs are being done by an officer. The one-man jobs are just being performed by ordinary members of the organization, or ordinary members of the board. The method of appointment for these one-man jobs would NOT be a formal election (as would be necessary for an officer position) but can be done as simply as an ordinary motion. -- For example, "I move that the board appoint Joe Shmo as Sergeant-at-Arms." It's that simple. Nothing wrong with creating a position of sergeant-at-arms. Or "Newsletter Editor". Or "Christmas Party Coordinator."

It can be as easy as this. For example: Assume that the president is authorized to fill a vacancy in Committee X. The president could say, in properly called quorate meeting, "I appoint Mr. Smith to Committee X. Is there any objection?" Robert's Rules will allow for a non-objection in this scenario to be equivalent to a majority vote. See page 54 for what good use "unanimous consent" can be used.

. . . hmmmmmm . . . *** Observation #1: A resolution which says "RESOLVED: That we, Party 1, relieve responsibility from Party 2," -- is a resolution that may be rescinded, or may be reconsidered. So, the "relief" is not absolute. The adopted resolution expresses an official statement of the organization (or, the body of the organization which did the adopting). -- at that moment in time, under those circumstances. No promises about tomorrow. Or the next day. Or a year from now. *** Observation #2: A resolution which says "RESOLVED: That we, Party 1, relieve responsibility from Party 2," -- is a resolution that implies a relationship between Party 1 and Party 2. -- And no one else. • A 3rd party may still file suit against the treasurer. • A district attorney may still file suit against the treasurer. • Fraud may still be embedded in The Books, awaiting a smarter auditor, (or a more thorough audit, and not merely a "financial review"). The adopted resolution is limited between two parties: (a.) the org; (b.) the Tr. -- Not three parties, or four. Not anyone outside of the organization. Not the government. Not the spouse of a member. So the "limit" of the "responsibility" isn't absolute. *** Bottom line: The lifting-of-responsibility is not absolute. So any question which asks, "Is it really, really true that responsibility is lifted?" must have a context of some kind. Because the context, clearly is relative, not absolute. Q. What level of absolute (or, what level of relative) is the context of the question? All we know is -- P1 relieves P2 of responsibility (upon adoption of the resolution). -- No further.

Good question. Since there are no footnotes/endnotes in RONR Eleventh Edition, then I don't know the original source of the parliamentary concept of "adopting an auditor's report". *** I suppose it is possible that the common parliamentary law of 1876 (year of original publication of "Robert's Rules of Order") has changed since the 19th century, and thus it possible that the common parliamentary law of 2016 (21st century) is one where there is no adoption of the auditor's report. Perhaps today's accountants and today's lawyers are -- indeed -- being trained that it is inadvisable for their organizations to adopt the auditor's report. -- But that question is one you should put to (a.) a C.P.A. who has been recently trained in standard accounting practices; (b.) a lawyer who specializes in nonprofit law. I certainly don't know what their respective Continuing Education credits are covering, nowadays. -- Change is slow. But change is possible. *** For the nonce, the Eleventh Edition is the current edition. And the rule (more of a suggestion than a rule) says that (a.) the monthly reports from one's treasurer are not to be adopted (because they have not been audited, and the organization ought not make an un-proofed document its official statement); (b.) the auditor's report ought to be adopted (as a safeguard for the newly-elected incoming treasurer). . . . But, as you say, The Book might be in conflict with accounting/legal practices of 2016. -- The two industries do not talk to one another, in general. *** (If nothing else, I will ask my accountant friend, who is a younger parliamentarian than myself, what they are teaching nowadays to the young whippersnappers which us old fogies haven't picked up on.)

Yes, to the question whether "liability" is a question of law. But that is assumed. *** After the organization's ______ (a.) expert in accounting has finished the audit; and (b.) the expert in law has advised the organization regarding liability; . . . then, the organization must either: (a.) take the advice; or (b.) reject the advice . . . of their two experts. *** A new treasurer must be assured that the organization has recognized a known point of turnover-of-responsibility of the "numbers". The new treasurer, and the organization, as well, must have a known starting point where "all the new mistakes are the new treasurer's fault" and "all the old mistakes are the old treasurer's fault", so that the responsibility is reasonably certain, who-did-what. The auditor's report, which was completed by a neutral third party (ideally) who is trained in accounting (ideally), is an aid to draw such a line. But that "line" is not always done. -- Not all organizations conduct audits. -- Not all organizations who do audits have an accountant lead the auditing team. Thus we come to the point -- that the adoption of one's audit report should only occur after your two experts have been consulted. It would be fool-hardy to adopt an audit where you don't trust who did the audit, and don't trust the actual numbers in all the documents. *** But then we come to the new treasurer. -- What shall the new treasurer do, when the organization itself does not trust any of the financial reports? Where does the responsibility lie for this year's irregularities? I think that is the point of "adopting an auditor's report."

While you have a class of business called "new business", you have customized rules to get items under this class of business. In other words, the default parliamentary rules of Robert's Rules of Order will not apply. So, you cannot cite Robert's Rules to justify getting your new business before your assembly in the way you described.

You have a rule. -- III.2. -- which says >> During the regular Board meeting, items may be added to the agenda by unanimous consent of the Board members present. So, use that rule to introduce your 'item' to the 'agenda'. But introduce it EARLY in the meeting, so that your item may be added to the tail end of the agenda. If you WAIT and move your motion spontaneously, then you are NOT making a motion "to add an item to the agenda", and so your motion will be ruled "not in order". *** You have NO SUCH CLASS OF BUSINESS as "new business", per your customized "policy". So any citation from Robert's Rules will be futile. -- It won't apply, in the face of a contrary rule, which your policy certainly is.

"County"? There is your problem. I don't know what county or state you are in, but in most government- and quasi-government bodies, there is a "sunshine law". A sunshine law is a law where new business must be pre-annouced to the general public before that body takes up the business itself. While I cannot guarantee that your "county school board" is truly under a sunshine law, based on what restrictions you have cited so far, it walks and quacks like a sunshine law. Thus my recommendation: "Consult your legal counsel and ask what the sunshine law is which would apply to your county school board." Your question may not be a question about Robert's Rules of Order, but rather a question about your state's (or county's) sunshine law.

Well put. -- "There is no motion 'To Renew'.

I should have fine tuned my wording. Try this. "There is no 'renewing' as its own separate parliamentary action, but only in the dictionary sense of "to attempt again".

A1.) Correct. A2.) Yes. Or more correctly, there is no prohibition to make the identical motion, given the correct parliamentary tool for that job. (Also, see quote from page 337 of RONR 11th ed.) A3.) Yes. (See quote from page 337 of RONR 11th ed.) A4.) The option, 'To Reconsider', is a time-sensitive parliamentary tool. Most of the time, you won't be needing this parliamentary tool.