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cshoke@comcast.net

President Ex-Officio of Audit Committee

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I think it's not appropriate for a president to serve ex-officio of audit committee of which he/she also appoints the members. However, I'm struggling with the best language for an explanation. I'm thinking along the lines of the fact that since the president is involved and has responsibility with the day-to-day financials of the organization, that they should not be permitted to serve on the audit committee.

Please help. Thanks.

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Are you perhaps thinking about a conflict of interest? If that's it, you should know that "conflict of interest" does not appear at all in Robert's Rules. It's essentially not a procedural consideration, except that RONR, 11th Edition (with the new-car smell), says that "no member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization ...." (p. 407, almost my birthday). Note that "should" not vote does not actually prevent voting.

You must look elsewhere (this is pretty much a strictly Robert's Rules-discussion website) if you're looking for discussion of conflict of interest. (I once saw a good bunch of advice on the website of the attorney-general of Connecticut -- but note that this is not an endorsement from the Robert's Rules website of that position, and if it were such an endorsement, ... I'm making it up.)

If the principle of conflict of interest is not what you're concerned with, ekoh, please clarify what you're asking about.

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I think it's not appropriate for a president to serve ex-officio of audit committee of which he/she also appoints the members.

Do your bylaws state that the president is ex-officio a member of the audit committee, or perhaps all committees? If so, you will need to amend the bylaws to change this. Whether your argument about a potential "conflict of interest" persuades enough members to vote for the amendment remains to be seen.

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