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Betty43

Executive Board Create Policy?

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Can the Executive Board of an organization adopt a resolution or policy to clarify an ambiguity in the group's Constitution? If so, does the resolution or policy need to be approved by the organization's general membership?

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Guest Nancy N.

Well.

We do know -- p. 588 -- that, generally, it's the organization's job. If such an issue comes up between the society's meetings, and if the board's job is to manage the society's affairs between meetings, then it looks to me as if yes, it is incumbent on the board to do it.

The answer to Betty43's second question is probably dependent on what the bylaws say ... but left to itself, I'd say the board's action stands by itself.

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Can the Executive Board of an organization adopt a resolution or policy to clarify an ambiguity in the group's Constitution? If so, does the resolution or policy need to be approved by the organization's general membership?

I think the specifics are necessary for a meaningful answer.

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Guest Betty43

Specifics: Constitution says that election ballots shall be sent to an "independent auditor" who shall act as teller in counting the ballots and reporting the results to the President. One Board member interprets "independent auditor" to mean a professional accounting firm; others believe it simply means a person or group with no vested interest in the outcome of the election. The Board would like to clarify what constitutes an "independent auditor" without amending the Constitution. Can they do this by policy or resolution? If so, does the policy or resolution itself need to be voted on and passed by the membership of the group to become effective?

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I think this is clearly a question of interpretation of your Constitution, which will need to be decided by your organization. RONR's position on this is that, unless the Constitution prescribes something different, your general membership has the ultimate authority for deciding question of interpretation, not your Executive Board. But you should also probably look at your Constittution carefully to see what it says about election procedures. If the election you are talking about is an election by the general membership taking place at a general membership meeting, then RONR's position is that the general membership controls all aspects of the election, and your Executive Board has no role in the election. Again, this assumes that your Consitution says nothing to the contrary. SO, if RONR controls, then the decision of what constitutes an "independent auditor" will be made by the general membership.

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I think this is clearly a question of interpretation of your Constitution, which will need to be decided by your organization.

*Sigh*. I'm hoping that we can help Betty43 beyond telling her that she needs to first interpret her Constitution before she can start to interpret her Constitution.

... If the election you are talking about is an election by the general membership taking place at a general membership meeting, then RONR's position is that the general membership controls all aspects of the election, and your Executive Board has no role in the election. ... SO, if RONR controls, then the decision of what constitutes an "independent auditor" will be made by the general membership.
But Bruce, they are sending the ballots out to somebody -- it doesn't matter to whom, as it is clear that counting the ballots will not be done at a membership meeting.

Now, if the membership meets frequently enough to handle the matter itself, then sure, the membership, not the board, should decide just what it means by an an-quot independent auditor and-quot. (Note that for the membership to meet "frequently enough" means that its meetings are frequent enough that it can decide the matter without undue delay. Okay?)

But we posit -- Betty43, check me on this, please -- that the election meeting is over. The ballot box is in the possession (or custody, I'm not sure which) of the tellers, or the secretary, and they, or he, need to know whom to send it to. If the next membership meeting is soon, then the custodian brings the ballot box to the meeting (or even leaves it in his wall safe) and there, expresses his regrets that the assembly will not receive the balloting results now, but the custodian needs to know who will count the ballots first. So then the membership decides. Or, if the board is entrusted with the affairs of the society between its meetings, and the board gets together and sees that nothing can be done by the membership about getting the ballots counted for some time, then the board can figure that it is the board's job to make that sort of decision between membership meetings, because that is the board's job between membership meetings. And if the membership wants to second-guess the board when the membership gets around to it, then that's the membership's prerogative. Probably.

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Gary - even if the ballots are being sent out for counting, I don't think that prevents the general membership from deciding to whom they are sent. And I do agree that making this decision before the election is preferable to making it afterwards. If the election that Betty43 is talking about is an annual event, then the membership probably should adopt a standing rule (or a special rule of order -although I'm not sure that defining the entity that receives ballots is proper territory for a special rule of order) so that the process doesn't require election night decisions. My point was just that the decision should rest with the general membership, based on their ultimate authority to interpret the Constitution, and especially their right to control the process of an election by the general membership, if that's is in fact what this is.

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Specifics: Constitution says that election ballots shall be sent to an "independent auditor" who shall act as teller in counting the ballots and reporting the results to the President. One Board member interprets "independent auditor" to mean a professional accounting firm; others believe it simply means a person or group with no vested interest in the outcome of the election. The Board would like to clarify what constitutes an "independent auditor" without amending the Constitution. Can they do this by policy or resolution? If so, does the policy or resolution itself need to be voted on and passed by the membership of the group to become effective?

Is this a new organization? Or a new requirement in the bylaws? Just curious, as it seems the group would know from previous elections what the required practice is...

Why is the board in charge of the matter, and who actually has custody of the ballots at the moment? Will the body that conducted the election (general membership?) be meeting any time soon?

Although it is the responsibility of the general membership to interpret the bylaws (unless the bylaws say otherwise) I find Gary's arguments persuasive that the board should probably make a decision if the membership can't (perhaps the general membership only gets together at the AGM).

Looking at it another way, if there were no controversy among the board members about the nature of an 'independent auditor', would the society consider that everything was in order, with the board handling the ballots, choosing an auditor, and eventually informing the membership of the outcome of the election? If that's all hunky dory, then it seems reasonable for the board to make some decisions -- based on their good-faith interpretation of the bylaws on behalf of the organization, if necessary -- in carrying out their assignment of handling the ballots, choosing an auditor, and informing the membership of election results.

On the other hand, if the board isn't supposed to be doing all this stuff in the first place, then they probably need to kick the question back to their superiors (general membership)

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Coming back to this again, I realize I didn't directly answer the poster's question about the board 'setting policy' in this situation.

It seems to me that if it is properly the board's job to select the 'independent auditor' (if it's the board's job according to bylaws, or if the general membership gave instructions to the board), the board should just do that -- i.e. select the auditor. If some board members think it needs to be an accountant, while others think it can be any disinterested party, someone should make a motion one way or the other, and the motion should then be debated (and possibly amended) and eventually adopted by majority vote. The different members' opinions about what the bylaws mean would come up in debate. No explicit 'policy setting' needed, or appropriate, since setting a policy about this would be an attempt to constrain decisions about the selection of an auditor for future elections. If a policy is needed, the general membership can eventually make one (when the GM meets).

Conversely, if it is not really the board's job to select the auditor, then the board has no business making up a policy to interpret the wording in the bylaws.

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Coming back to this again, I realize I didn't directly answer the poster's question about the board 'setting policy' in this situation.

It seems to me that if it is properly the board's job to select the 'independent auditor' (if it's the board's job according to bylaws, or if the general membership gave instructions to the board), the board should just do that -- i.e. select the auditor. If some board members think it needs to be an accountant, while others think it can be any disinterested party, someone should make a motion one way or the other, and the motion should then be debated (and possibly amended) and eventually adopted by majority vote. The different members' opinions about what the bylaws mean would come up in debate. No explicit 'policy setting' needed, or appropriate, since setting a policy about this would be an attempt to constrain decisions about the selection of an auditor for future elections. If a policy is needed, the general membership can eventually make one (when the GM meets).

Conversely, if it is not really the board's job to select the auditor, then the board has no business making up a policy to interpret the wording in the bylaws.

I have been hesitant to provided an answer to this question, as I am a member of a board that periodically deals with this same issue.

Similar to Betty43's question, this set of bylaws prescribe the ballot to be mailed to the secretary by a certain date, and the counting to be done by three tellers and three alternates; or, by an independent or professional firm. These bylaws also prescribe the board as having the descretion regarding whether the tellers or a firm count the ballots.

In Betty43's case, I would agree with Tim Wynn. In theory and due to the potential variables contain within a set of bylaws, we really don't have the complete information and therefore, cannot provide her an answer to this question.

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I have been hesitant to provided an answer to this question, as I am a member of a board that periodically deals with this same issue.

Similar to Betty43's question, this set of bylaws prescribe the ballot to be mailed to the secretary by a certain date, and the counting to be done by three tellers and three alternates; or, by an independent or professional firm. These bylaws also prescribe the board as having the descretion regarding whether the tellers or a firm count the ballots.

In Betty43's case, I would agree with Tim Wynn. In theory and due to the potential variables contain within a set of bylaws, we really don't have the complete information and therefore, cannot provide her an answer to this question.

I agree, which is why I was trying to fish for more information about why the board is involved, and what authority the board has been given.

Also, I think the question as to whether the board can create policy is a somewhat different question than whether the board has the authority to choose the auditor. Even if the board has the authority, on an election-to-election basis, to choose the auditor, that wouldn't automatically extend to having the authority to create a general policy about choosing the auditor.

From post #2:

Constitution says that election ballots shall be sent to an "independent auditor" who shall act as teller...

If that's all the constitution says, in the dreaded passive voice, no wonder there is confusion about who is to do what with the ballots...

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