Officer Refusing to Follow Improper Board Motion

[g40]

I am a Board member and Treasurer of a government regulated organization. I hope that things do not develop in this way, but from the recent feedback from several Board members (including Chair and Vice Chair) the Board may direct me (as the Treasurer) to post and report some of the financial/accounting entries in a way that is not consistent with what I believe is proper and consistent with government regulations and guidance. This is purely an "accounting" matter and, in my opinion, these two Board members (who have great influence over other Board members) are just plain "clueless" about the applicable and relevant accounting rules. In the upcoming weeks, before our next monthly Board meeting, I plan to distribute some accounting educational information to the Board, but, from past experience, once these two get set on things -- facts go out the window.

 

Should this issue come to a head and such a motion be made at an upcoming Board meeting, I intend to raise these objections and state that I, as Treasurer, cannot and will not follow such a motion. Under RONR, how can I have my position recorded and documented in the Board minutes?

[Gödel Fan]

The assembly can order anything recorded in the minutes.  To get it in yourself, you could raise an objection to consideration prior to any debate.

[George Mervosh]

The assembly can order anything recorded in the minutes.  To get it in yourself, you could raise an objection to consideration prior to any debate.

 

That's interesting.  Is the motion to include the material an original main motion instead of an incidental main motion?  (Not rhetorical)

[Gödel Fan]

You're the PRP, but I'd think a motion to include something in the minutes is an amendment if made while the consideration of the minutes is pending, or an incidental main motion if made during the meeting the minutes are of (awkward phrasing.)  However, I may have misunderstood your point since you bolded the part about objection to consideration.  Am I incorrect that even an objection which fails would be included in the minutes?

[George Mervosh]

You're the PRP, but I'd think a motion to include something in the minutes is an amendment if made while the consideration of the minutes is pending, or an incidental main motion if made during the meeting the minutes are of (awkward phrasing.)  However, I may have misunderstood your point since you bolded the part about objection to consideration.  Am I incorrect that even an objection which fails would be included in the minutes?

 

As you know, there is a motion - Objection to the Consideration of a Question - which can only be made with regards to an original main motion, not an incidental main motion or any amendment (which I think this is).  I may have misunderstood what you meant in your posting but I don't believe it is proper for g40 to raise such an objection at all, especially while the approval of the minutes is pending.

[Gödel Fan]

Oh, I see what you're saying now.  I was suggesting an objection to consideration on the original main motion that will direct the Treasurer, in g40's view, to violate GAAP and/or the law.  While such a question is not out of order (as was recently pointed out, at least in the current edition) I would think an objection to consideration would be in order - it makes sense to suppress debate on breaking the law (assuming, of course, that g40's organization is not doing so out of civil disobedience or the like.)  

 

I was assuming the motion to direct the treasurer will be an original main motion. 

[Josh Martin]

Should this issue come to a head and such a motion be made at an upcoming Board meeting, I intend to raise these objections and state that I, as Treasurer, cannot and will not follow such a motion. Under RONR, how can I have my position recorded and documented in the Board minutes?

You can request that the board record this information and hope that your request will be granted, by majority vote.

Am I incorrect that even an objection which fails would be included in the minutes?

Yes. All main motions are recorded in the minutes, but secondary motions which are lost are generally not recorded.

[Curiosulus]

Should this issue come to a head and such a motion be made at an upcoming Board meeting, I intend to raise these objections and state that I, as Treasurer, cannot and will not follow such a motion. Under RONR, how can I have my position recorded and documented in the Board minutes?

 

You could be preemptive and, before any such motion is made, move that the Treasurer be directed to strictly follow the dictates of laws X and Y and make reports only in the form of P and Q. As a main motion, it should be recorded in the minutes with your name as the mover no matter how it is disposed of.

[Guest Nancy N.]

You could be preemptive and, before any such motion is made, move that the Treasurer be directed to strictly follow the dictates of laws X and Y and make reports only in the form of P and Q. As a main motion, it should be recorded in the minutes with your name as the mover no matter how it is disposed of.

 

Very neat.  And if it blindsides the clueless board members, it might be adopted, which would head off their attempt to direct g40 do do his job the wrong way.