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Found 25 results

  1. For my upcoming board meeting, my Board President, Vice President and Secretary are not able to attend. Can my Board Treasurer preside over the meeting?
  2. I am the staff assistant for the Board of Directors. I prepare the minutes for each meeting and the secretary normally signs. If the secretary is absent from a meeting, who then would sign the minutes for that meeting? Is he still permitted to do so? If not, how is the signer determined? From my online research I've determined that he may not be permitted to sign the minutes and the Board would choose another officer to sign in his place. If this is true I need to be able to explain this and show where this is stated in writing. I believe I have my answer, I just need to be able to prove it. Any help or corrections would be greatly appreciated. Thank you.
  3. I am a municipal clerk working for a large special-purpose agency governed by a small board of elected officials. Our bylaws call for an office of secretary from among our statutorily elected board and they assign to the secretary the usual duties to prepare and maintain records of the board's proceedings, including the minutes, along with other typical secretarial responsibilities. It is a matter of longstanding practice that the secretary signs the minutes of the board upon their approval, which is consistent with RONR sections 47 and 48. However, with the exception of occasionally serving as presider pro tempore, it is not the elected secretary who does any of this work, nor is there an active role in our staffing structure for the secretary directly to coordinate my performance of these duties as a delegate. As we review the board's bylaws for revision, I am unsure of how to reconcile the disparity between the titular office of secretary as a member of a board I serve but on which I do not sit, and the actual performance of the secretary's functions, which are integral to the fabric of the rest of our bylaws. Are there other contributors to this forum with a similar conundrum and how have you dealt with it as pertains to how your bylaws identify the roles of the officers of your board? Thank you.
  4. Hello all, A community Civic Club with much confusion within currently just held it's election. The current secretary ran for president and won without resigning from his secretary role. Currently, he holds both the secretary and president position. Whats the rule of thumb when it comes to 1.) holding two positions at once and 2.) is the secretary required to step down before running for president so that the secretary role can be filled? Thank you, BrodysDad
  5. Guest


    Does the secretary of a Board have any discretion in reading letters from organization members, particularly when there are assertions about individual board members that cannot or haven't been substantiated? There are references in RRO that limit language from one member of a Board to another in a meeting such as liar, fraud, etc. How are they applied when a stakeholder of the organizations uses this language? Also, is the primary purpose of the secretary reading the letters to make sure the Board members are informed? If the same letters were communicated to the Board members though other means, such as fax or email, must they be read aloud? How would the secretary's role differ for an annual member meeting tather than a Board meeting when all members in attendance may not have received the communication but it contains personal accusations about a Board member?
  6. I'm puzzled , the secretary refuses to sign a resolution. Here's the story, a board member had been accused of owing a debt to the school district for overage of cell phone minutes used ,to the tune of $2300.00. The board member disputes owing the monies. To give the board a fresh start, the board president submitted a resolution forgiving the alleged debt. Now, you may scratching your head at this point, why would the board president submit such a resolution. The alleged debt is 11 years old. As a new board member is there any advice/suggestions on what happens next if the secretary refuses to sign a resolution ? Is it binding with only the presidents signature? ~New Board Member Blues
  7. Please help. We have a board president of a small HOA board who does not understand nor will she follow Roberts Rules of Order despite our state laws requiring board meetings must be conducted in compliance with RRO. The most recent issue is the board Secretary issues the draft meeting minutes to the board for pre-meeting reading and to gather any corrections before the final draft is included in the board's meeting package for approval of the minutes. The problem is the Secretary's meeting minutes have been completely rewritten by the President especially regarding an incident that the president was personally handling. Other board members sent in changes for corrections but did not rewrite the minutes. Question: Does the president have the power to change the Secretary's minutes without any notice or rationale to the Secretary? Doesn't the Secretary "own" the minutes content since she has to sign off that the meeting minutes approved are indeed correct? If anyone can point me to where it is in RRO specifically that the President is not permitted to do this it would greatly help! Need to know the difference between the President approving the draft minutes and the President completely rewriting her own version. Thanks!
  8. Please help! Who is in charge of the board's meeting minutes? We have a secretary who does a fine job and she circulates the draft minutes with a couple of days to our board for feedback in case she missed anything. We send her our feedback, mainly tweak here and there, typo corrections etc. We are a small board of 7 members so the more informal Roberts Rules apply to us. Here's the problem: Our president is rewriting the minutes to hide her actions and malign another board member. The president then sent the revised draft minutes to the property manager to put into the board members' packet sent in email the day before the meeting. The secretary was stunned to see her minutes were completely changed. The secretary took action at the board meeting bringing hard copies of her original draft minutes with some revisions previously submitted to her by other board members. The secretary did include a couple of changes the president had made in her own version. The secretary shocked the president! The president, not one to not get her way, stated the board has two versions of the minutes and wanted the board to vote on which version to use to be approved. The maligned board member who knows enough RRONR to annoy the president who won't follow RRONR spoke up and stated the presidents minutes were not up for consideration as only the Secretary may submit the minutes to the packet and board. The president tried to get her clique to vote for her minutes and the discussion became contentious. The president has been required the HOA's attorney to attend all meetings (@ $600 in legal fees per meeting) for the "purpose" or appearance of getting legal advice to overrule the woman who knows how board meetings are suppose to be conducted. This sets up the woman to be the bad guy for insisting the RRONR be followed however informally. She's raised concerns the board members are suppose to debate any action before calling for a vote. The president has three people who always vote with her so she has the majority (4 to 3) usually. I'm guessing in her mind what's the point of debate when the vote goes her way every time. But that's where the secretary comes in. The secretary's minutes capture the president's actions. The president does not want the minutes to show she's railroading things and prefers to appear democratic when she's not. So, as I understand it, and please check me on these items concerning smaller boards (7 members) and Roberts Rules: (1) The Secretary is not required to circulate the draft minutes before the board meeting. Yes or No? (She has in the past to help save time at meetings and to ask for any corrections be submitted to her before sending the "draft" minutes to the property manager to include in the board's pre-meeting reading packet. The board members submit their feedback to the Secretary and... (2) It is the Secretary's prerogative to include or reject any feedback or corrections. Yes or No? (3) Only the Secretary determines the draft minutes' content? Yes or No? (4) While Roberts Rules state it is not required to record how board members voted by name in the minutes, she prefers to for transparency concerns voiced by some residents. Is it in violation of RRONR to record the votes showing how each board member voted on a motion? Yes or No? (5) If board minutes are rejected because of #4, what are the next steps under RRONR? Any information you can share is greatly appreciated. Please cite the rule and page number if you can to help our Secretary. THANK YOU!
  9. I am the Secretary-Treasurer of a conservation club. At last night's meeting, some of the board members said, that I as secretary do not have a vote. For the last four years, I have made motions and seconds and voted. Now out of the blue they say that I can't. They also said that the previous Secretary-Treasurer did not vote, but I did a search of the minutes and found where he made motions and seconded many other motions over a 10-year span. Our by-laws do not specify whether or not the Secretary-Treasurer can or can't vote. Can a Secretary vote in Board of Director meeting?
  10. We are a small 501C3 and at election time no one ran for the office of Secretary. Does the President. VP or Treasurer take the minutes until we elect someone? Our By Laws does not state what to do.
  11. If the secretary recuses themselves for a brief period of time during the meeting while the Board discusses a matter pertaining to a request that the secretary has made to the Board of Directors, how does the secretary go about recording the events pertaining to them while they were recused?
  12. I was recently asked to serve as Secretary to a condominium corporation. The minutes currently record only the resolutions adopted, as the board members wish to 'speak only as a single unified voice'. My concern is that our board members wish to remain anonymous, do not allow a record the votes to be kept (ie. tally of votes for and against), and will not allow a minority opinion to be recorded. They do so, because our minutes are available to condo owners and they do not want to show any division among the board members. I feel this goes against our responsibility to keep an accurate accounting of the proceedings; namely, hiding critical facts from the owners who rely on us to manage their affairs; giving no weight to the consideration of dissenting opinions that could inform future decisions taken by the Board; and by keeping from our records any motions that were not resolved by majority vote. Can the Board vote to keep such minimalist notes in our monthly board meetings? What options do I have as Secretary to alter the method by which our minutes are kept? Is my only option to resign this appointment, given the likely outcome will be for the Board to adopt no changes to the record keeping?
  13. Two or three questions re what happens when both the secretary and a secretary pro tem serve at a meeting. 1. Is there a customary protocol as to who should prepare the minutes when a secretary pro tem is elected at the start of the meeting due to the absence of the secretary but the secretary arrives during the meeting? 2. Do the duties of the secretary pro tem end when the regular secretary arrives, much as when a chairman pro tem has been elected to preside and then the regular chairman arrives late? Or is the secretary pro tem supposed to be the secretary for the entire meeting, even after the regular secretary arrives? I see in RONR that the duties of a chairman pro tem end when the regular chairman arrives, but I see no such provision re a secretary pro tem. (RONR p 453, lines 8-9.)
  14. Guest

    Rogue Secretary

    hello, my name is Patricia and i belong to a modest club as a board member. I have a couple questions regarding secretary duties, ethics and roberts rules. Our newly appointed club secretary has recently come into questions by a couple board members regarding procedures, notice of meeting as well as revision of previously approved minutes, The questions i will list below. Board meeting notice our bylaws state that a "Notice of each meeting shall be sent by the Secretary to each Board member at least ten (10) days prior to the date of the meeting, unless heretofore agreed to by all Board members". our Club Secretary has recently sent a meeting notice with only four days notice before this next meeting. 1) Is this meeting valid eventhou it does not follow the club bylaws requiring a 10 day notice unless agreed to by all board members? 2) How does one protest the lack time on the notice before the board meeting? 3) Could they still has a board meeting and would their actions and approved motions still be valid? Revision of previously approved minutes within a short period of time after the appoint of the new club secretary, he immediately made revisions to meeting minutes going back for six months. Three of the meeting minutes were already approved by the board that he made a revisions. Then he presented them to the board for re approval and approval before sending them to the general membership. The revisions were made to cover up some irregular voting and malicious tactics that were used to remove the previous secretary orchestrated by four board members out of seven. The majority of the board voted to approve the revision that were submitted by the previous secretary. 1) Could minutes of a meeting that were already approved by the board be revised and approved? The board vote was (4-2) motion carried for the revisions 2) If this was legal, how would this be sent to the membership? 3) Should the original minutes been sent with the fully revised minutes? 4) How should this have been handles fairly/ i5) Is there recourse if this was done illegally?
  15. Guest


    I have just been elected to a secretary position to a PTA that has been in existence for a while. As secretary, if I cannot be at a meeting, who would normally take the minutes? The resigning secretary told me that if I can't be at a meeting, it is not a problem. Someone there would record the minutes on a tape recorder for me and I could type them from the tape. Is this normal?
  16. I have read previous discussions but did not find an answer I needed so... bear with me. I am a first year director member of a HOA. After the annual membership (and a vote by membership to elect new board directors members), the new board held a meeting to elect a new chairman. The "old chairman" stepped down and a new chair was elected by the board. Now the "old chairman" was asked by only one board member (it was only them talking) if he would stay on and be secretary, he said yes. The new chairman said that the "old chair" would stay on during the transition from the previous board. He never said that the old chair would be secretary. The "old chair" ended up being secretary. NO VOTE was held to elect the secretary. I repeat.... NO VOTE was held to elect the secretary. Now the secretary is also treasurer, which our by-laws says is ok. And the secretary/treasurer has meet with our lawyer on several occassions. Is this legal that a vote did not take place for the secretary? And should a new vote take place for him/her to be treasurer?
  17. At our annual meeting an acting secretary took the minutes. When they came to the board for review there were corrections adopted by the board. Who should/can sign the minutes? We have a newly elected secretary who is handling the changes and will be sending them to the membership. I believe the acting secretary will refuse to sign because there were changes to what she wrote.
  18. At a recent board meeting, our club president removed from the board meeting and censured the club secretary after repeated points of orders. The club president called for a penalty and made a motion of a 30 day suspension of the secretary. The vote passed 4 to 2. Now the president is stating that because of the 30 day suspension, the current secretary is removed from the position as well as any other position currently held. the president is also instructing the secretary to deliver all records of the club to himself. The president feels that the current club secretary can be removed from the position because the 30 day suspension defines the secretary as a member "not in good standing"' According to our bylaws. it states that under Article 3 Directors and officers , Section 1 Board of Directors "all of whom shall be members in good standing for at least two (2) years proceeding their nomination and who reside in the United States". Can our club president proceed with these actions in a legal manner. Their are 7 members of our board of directors with three of the members of the board voting with the club president against the secretary as this has become a personal issue with these board members. Without the votes of the board of directors, how can we stop an action which we feel is unjust and not in the bylaws. Is their a legal authority to contact when a board is acting out of the realm of the current bylaws? AS a club member and officer of the club, are their any actions or steps to taken that can help? our club is incorporated in the state of New York. Is their any legal ramifications or concerns that should be addressed? Help is needed Should we contact a parliamentarian and how and/or where? .And would this even make a difference?
  19. I have a two part question: If the Board decides that they would like to have an executive or "in camera" session does this automatically exclude anyone but Board members from attending i.e. staff or Corporate Secretary? Also, the minutes of the meeting, if they are recorded by a person that is not the official Corporate Secretary, are they still to be kept by the to the official CS? There seems to be some confusion as to what an executive session is and how it should be handled when the secretary is a staff member but also the CS. It is my understanding that the CS records and keeps all minutes of the Board, whether in camera or not, unless of course the content of the meeting would be in relation to him/her directly i.e. disciplinary action. Thank you for your replies!
  20. Guest

    Conducting a meeting

    we have a small corporation, 6 stockholders, the presidency rotates every year. after the president calls the meeting to order can he turn the meeting over to the secretary to act as the chair for the rest of the meeting? The secretary is more familiar with the rules of the meeting along with the bylaws of the corporation
  21. Our office secretary was nominated to serve on the board as the board secretary. She works directly for the chairman. The board sets the chairmans salary. Is there any conflict of interest for her to serve?
  22. Guest

    minutes correction

    Quick question....Is there anywhere in RONR that stipulates the secretary to ask for corrections from the chair before submission of the minutes? I questions those actions due to the secretary supposedly submits the minutes and then they are brought to the full board for any corrections and to be approved......I'm not sure that they work together with the minutes....clarification please and also what page may I find this information. thanks
  23. Based on a recent topic discussed on this forum, I thought that I would ask a specific question about pro tem positions: If there is a vacancy in a position (for example, the Secretary), could the Board not 'appoint' a Secretary pro tem until such time as the position is filled? As the election of a position would require notice, it could be two or three months before the vacancy is filled and if someone is willing to hold office for those meetings why not simply pass a motion such as "Until the position of ____ is filled, John Doe will act as _____ pro tem."
  24. Our newly elected (July 1st, 2012) Treasure stepped down from being on the board. Our previous treasure wants to be treasure again but she just finished a 3 consecutive term that ended in July 1st, 2012. Is it against the robert rules for her to carry on for another term? I disagree with her doing it again because of the by laws. There is nothing in the by laws that state she is allowed to be put back on but it says that she can only serve 3 consecutive terms at which she just finished. It says in our by laws that we have to follow the "Any vacancies filled shall follow Robert’s Rules of Order in calculating time served as a Director" Please any help would be much appreciated. ARTICLE III DIRECTORS AND OFFICERS SECTION 1. Board of Directors. General management of the club’s affairs shall be entrusted to the Board of Directors. (a) Number and Term of Office. The Board shall be comprised of 9 persons, all of whom shall be members in good standing, who are residents of the United States. They shall be elected for a two-year term as provided in Article IV, and shall serve until their successors are elected. No person may serve as a Director for more than three consecutive terms. The terms of the Directors shall be staggered, with 5 Directors elected in one year and 4 Directors elected in the next succeeding year. The most recent past President shall be permitted to attend and participate in board meetings, for one year, provided that such past President shall not be entitled to vote thereat. The terms of newly elected directors shall commence on July 1 and expire on June 30 of the following year. SECTION 7. Vacancies. Any vacancies occurring on the Board or among the Officers during the year shall be filled until the next annual election by a majority vote of the members of the board; except that a vacancy in the office of President shall be filled automatically by the Vice President and the resulting vacancy in the office of the Vice President shall be filled by the Board. Any vacancies filled shall follow Robert’s Rules of Order in calculating time served as a Director
  25. Guest

    Board Meeting Minutes

    As Secretary of a Club, I take the Minutes on mylaptop computer, at each Board Meeting. These Minutes are finalized within 5 days and sent to Board Members. The are then approved at the next Board Meeting. Our President has asked me to change the Minutes to record something that did not happen. My notes completely disagree with her suggestion of what was said and done. Can I be forced to chnge the Minutes as she has told me to do?
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