Guest Ruth C. Posted January 21, 2015 at 10:23 PM Report Share Posted January 21, 2015 at 10:23 PM Our board president and executive committee is allowing a non-board member to take minutes at their monthly meeting because the elected secretary cannot make it to an evening meeting.I have suggested to our president that they use Skype or conference call with the elected Board secretary, and that it is not within our rules to allow a non-board member to take minutes.The person who is being allowed to take minutes has recently resigned from the board due to several arguments she has had with board members.. Please advise?Thank you. Link to comment Share on other sites More sharing options...
Dan Honemann Posted January 21, 2015 at 10:32 PM Report Share Posted January 21, 2015 at 10:32 PM No rule in RONR prohibits your executive committee from allowing a nonmember to take minutes. Such minutes must be approved in the normal fashion in order to become the official minutes. Link to comment Share on other sites More sharing options...
Guest Guest Posted January 21, 2015 at 10:39 PM Report Share Posted January 21, 2015 at 10:39 PM Doesn't this person taking minutes at the executive committee meeting at least have to be a board member?She resigned from the board because she argued that the 5th member of the executive committee (non-officer) was voting and she was adamant that this elected person to this committee should not have a vote.. she at that time was only a guest. Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 21, 2015 at 10:42 PM Report Share Posted January 21, 2015 at 10:42 PM Doesn't this person taking minutes at the executive committee meeting at least have to be a board member? No. She doesn't even have to be a member of the executive committee (i.e. the body that is meeting). Link to comment Share on other sites More sharing options...
Guest Guest Posted January 21, 2015 at 10:46 PM Report Share Posted January 21, 2015 at 10:46 PM Doesn't this" acting secretary" at least have to be a member of the board of trustees?Otherwise information only privy to the BOT can be accessed by persons outside our organization.. Link to comment Share on other sites More sharing options...
Guest Guest Posted January 21, 2015 at 10:51 PM Report Share Posted January 21, 2015 at 10:51 PM She is not a member of that executive committee, and has recently resigned from the board of trustees due toinability to get along with people and promoting arguments. Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 21, 2015 at 10:51 PM Report Share Posted January 21, 2015 at 10:51 PM She's not the "acting secretary". She's just taking the minutes. She's the secretary pro tem. If the executive committee is meeting in executive session then she is as bound as are the members to keep the business of the meeting confidential. If a majority of the executive committee thinks she's not trustworthy they should have chosen someone else. Link to comment Share on other sites More sharing options...
Guest Guest Posted January 21, 2015 at 11:21 PM Report Share Posted January 21, 2015 at 11:21 PM I would just think that it at least should be a "board of trustees" member and not just anyone else to take the minutes..I understand from a member of the executive committee that they have not even received any minutes or had an opportunity to "accept" any minutes for the last 2 or 3 meetings.. Having been a former secretary of this committee that concerns me.I could not find this addressed in my RONR. Link to comment Share on other sites More sharing options...
Josh Martin Posted January 21, 2015 at 11:51 PM Report Share Posted January 21, 2015 at 11:51 PM I would just think that it at least should be a "board of trustees" member and not just anyone else to take the minutes..You're welcome to your own opinions, so long as it is understood that no rule in RONR requires the Secretary Pro Tempore for the Executive Committee to be a member of the Board of Trustees.I understand from a member of the executive committee that they have not even received any minutes or had an opportunity to "accept" any minutes for the last 2 or 3 meetings.. Having been a former secretary of this committee that concerns me.I could not find this addressed in my RONR.This is concerning. Minutes are ordinarily approved at the next meeting. The minutes which have not yet been approved should be produced for the board and approved as soon as possible. Link to comment Share on other sites More sharing options...
g40 Posted January 21, 2015 at 11:56 PM Report Share Posted January 21, 2015 at 11:56 PM I think that it is the duty of the Secretary to see that minutes are taken and produced, not necessarily take them him/herself. I doubt that the Secretary of the Board of Microsoft or INM, for example, actually take and transcribe the minutes of Board meetings. Link to comment Share on other sites More sharing options...
Guest Guest Posted January 22, 2015 at 12:00 AM Report Share Posted January 22, 2015 at 12:00 AM If it is acceptable for a non board member to be secretary pro-tem, should this person still have been approved by the general board of trustees? and should we not be finding this out like it was an after thought....? Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 22, 2015 at 12:04 AM Report Share Posted January 22, 2015 at 12:04 AM If it is acceptable for a non board member to be secretary pro-tem, should this person still have been approved by the general board of trustees? The body that is meeting (in this case, the executive committee) is free to choose a secretary pro tem without the approval of any higher authority. Unless, of course, your rules say otherwise. Link to comment Share on other sites More sharing options...
Guest Ruth C Posted January 22, 2015 at 12:17 AM Report Share Posted January 22, 2015 at 12:17 AM Would the secretary pro-tem have voting rights even if she is not a board member?She thinks she does even since she resigned from the BOT.I would think voting rights are reserved for those who are BOT members only.. Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 22, 2015 at 12:19 AM Report Share Posted January 22, 2015 at 12:19 AM Would the secretary pro-tem have voting rights even if she is not a board member? No. Only members (of the body that is meeting) have the right to vote. But you seem to be conflating the board with the executive committee. At a meeting of the executive committee, only members of the executive committee have the right to vote. So whether the secretary pro tem is or isn't a member of the board is irrelevant. Link to comment Share on other sites More sharing options...
Guest Ruth C Posted January 22, 2015 at 12:31 AM Report Share Posted January 22, 2015 at 12:31 AM This person is not a member of the committee, , only the secretary "pro-tem" She thinks she should,be able to voteand she does not think the elected representative of the BOT should vote This discussion board answered that for me a few weeks ago..that any member of a committee has the right to vote.Our executive committee consists of the four officers and one representative elected by the board.. Link to comment Share on other sites More sharing options...
Josh Martin Posted January 22, 2015 at 01:25 AM Report Share Posted January 22, 2015 at 01:25 AM This person is not a member of the committee, , only the secretary "pro-tem" She thinks she should,be able to voteand she does not think the elected representative of the BOT should vote This discussion board answered that for me a few weeks ago..that any member of a committee has the right to vote.Our executive committee consists of the four officers and one representative elected by the board.. Based on the facts presented, the Secretary Pro Tempore is incorrect on both counts. All members of the Executive Committee, and only members of the Executive Committee, have the right to vote in meetings of the Executive Committee. Link to comment Share on other sites More sharing options...
Andy Travis Posted January 22, 2015 at 05:21 AM Report Share Posted January 22, 2015 at 05:21 AM Perhaps p.485 in RONR may help. Lines 24-27. It states "The executive secretary, if there is one, should work closely with the executive committee, but should be appointed by the parent body or at least by the board." So following with what RONR and everybody above said, the secretary for an executive committee only need be appointed. RONR doesn't specify that the secretary be a board member. And of course if she's not a board member she can't vote. Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 22, 2015 at 01:38 PM Report Share Posted January 22, 2015 at 01:38 PM So following with what RONR and everybody above said, the secretary for an executive committee only need be appointed. RONR doesn't specify that the secretary be a board member. And of course if she's not a board member she can't vote. Though in this case we're not talking about the secretary. The secretary is absent. We're talking about a secretary pro tem. And the office of executive secretary (p.464) is not the same as the office of secretary. Link to comment Share on other sites More sharing options...
Josh Martin Posted January 22, 2015 at 02:29 PM Report Share Posted January 22, 2015 at 02:29 PM Perhaps p.485 in RONR may help. Lines 24-27. It states "The executive secretary, if there is one, should work closely with the executive committee, but should be appointed by the parent body or at least by the board." So following with what RONR and everybody above said, the secretary for an executive committee only need be appointed. RONR doesn't specify that the secretary be a board member. And of course if she's not a board member she can't vote.What RONR calls the Executive Secretary is not (or at least not necessarily) the same person as the Secretary or Secretary Pro Tempore of the Executive Committee. Such a position is the highest-ranking employee of an organization. Another term for this position is Executive Director.As previously noted, the Secretary Pro Tempore of the Executive Committee can be appointed by the Executive Committee acting alone, weithout the approval of the full board.Lastly, the person might not be able to vote even if she was a board member. The only people who can vote in meetings of the Executive Committee are members of the Executive Committee. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 22, 2015 at 03:05 PM Report Share Posted January 22, 2015 at 03:05 PM I would just think that it at least should be a "board of trustees" member and not just anyone else to take the minutes..I understand from a member of the executive committee that they have not even received any minutes or had an opportunity to "accept" any minutes for the last 2 or 3 meetings.. Having been a former secretary of this committee that concerns me.I could not find this addressed in my RONR. You couldn't find it because there is no rule against it. Link to comment Share on other sites More sharing options...
Andy Travis Posted January 22, 2015 at 04:43 PM Report Share Posted January 22, 2015 at 04:43 PM I do see the definition of Executive Secretary on p.464. So I was partly correct in that the secretary pro tem can be appointed? Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 22, 2015 at 04:47 PM Report Share Posted January 22, 2015 at 04:47 PM So I was partly correct in that the secretary pro tem can be appointed? The selection of a secretary pro tem is up to the assembly. It can be done by unanimous consent or, lacking that, by voting. Whether the voting takes the form of adopting a motion (e.g. that Marjorie Duffy be appointed secretary pro tem) or takes the form of election is also up to the assembly. RONR refers to holding an election (p.453). I tend to use the term "appointing' when one person (e.g the president) has the authority to fill an office and "electing" when an assembly has that authority though an election is just one method for appointing someone to an office. Link to comment Share on other sites More sharing options...
Andy Travis Posted January 22, 2015 at 05:10 PM Report Share Posted January 22, 2015 at 05:10 PM Well I learned something new again about secretary pro tem. Link to comment Share on other sites More sharing options...
Guest Ruth C Posted January 22, 2015 at 11:02 PM Report Share Posted January 22, 2015 at 11:02 PM Our general board never had a chance to even know who was taking the secretary pro-tem position until after the fact. If the president can appoint a secretary pro-tem, I think HE should tell the general board of trustees of said appointment and make the by-law concerning her not being able to vote known to her ..she still thinks she can vote.This person told our board representative to the executive committee( who has a voting right), that she could not vote because she is not an officer.I put a copy of the by-laws in our president's mailbox to remind him show said person.. that yes, the board rep can vote .. Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 22, 2015 at 11:29 PM Report Share Posted January 22, 2015 at 11:29 PM Our general board never had a chance to even know who was taking the secretary pro-tem position until after the fact. If the president can appoint a secretary pro-tem . . . He can't. And the executive committee is under no obligation to tell the board who will be serving as its secretary pro tem. In fact, it won't even know who that person is until that person is selected at the start of the meeting. So any notification to the board will have to be "after the fact". It's time to give this up. Link to comment Share on other sites More sharing options...
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