Auditors Report

[E A Lemoine]

Quote

 

tWould the treasurer then be relived of responsibility for the " Books " and errors in the "Books ". The best I can say myself  is that I do not  know- really- if its true or not true. For years I have been going along recommending that the auditors report best be dealt with by the adoption process- but  is it actually an accurate statement  respecting the liability arising- if the "books "   are  erroneous . In one context I have been told it is not- and that the auditors report need not be subject to adoption but should come in like any other report  - and this by a financial expert .

 

Of course the treasurer is still relieved for errors, unless there was intent to deceive in which case that's fraud. Errors could be in the classifications of certain transactions (whoops, that wasn't membership dues, it was actually event income) or in estimates (we used an accelerated method of depreciation when we should have used the straight line method).

Auditors never attest that books are "correct" or "accurate". In an audit, it's merely that in their opinion, the financial statements fairly represent the company in ALL MATERIAL RESPECTS. A review just means they are aware of NO MATERIAL MODIFICATIONS required to be in conformity with GAAP. There can still be errors. And more often than not, there are many errors except they are immaterial. 

 

[D.Llama]

Thank you very much - Mr Lemoine ;

This seems to confirm the perspective of Mr Gerber ( provided earlier on ) - and/but  this  expert information  that you now  provide -arising from inside and actual practice in the financial field  - is better informed and therefore the more  highly  persuasive   . I understand from this ,and do correct the below , should you consider  error  :

1) That you consider RONR ,as to adoption of the auditor's report ,reasonably sound practice for non- profits or other  like deliberative assemblies ;

2) That for limited liability shareholder based  corporations -the auditor report adoption procedure (RONR),  is not applicable , productive or needed .

 

One additional wrinkle ( and it may not actually be a wrinkle ) would your view be the same, or different ,for a limited liability  member/owner Co-Operative established under a Cooperative Act . Would that be in category 1( above ), or 2 (above ) ? 

 

 Again  - Very Much Obliged Mr Lemoine - for this assistance  .

D.L.

 

[E A Lemoine]

As I'm not an attorney nor is this a forum for legal advice, I'd recommend seeking the advice of an attorney for your questions. But Robert's Rules is primarily geared towards non-profit entities. The principles and even the rules can govern for-profit meetings, but you have a lot of other applicable state/province rules, or in the case of a publicly traded companies, federal rules that would be of higher rank than the parliamentary rules prescribed by RONR. As RONR notes, those will always take precedence over the book.

I'd suggest that the audit, as recommended in RONR, is still sound and relevant advice in 2016 as it would have been in 1916 or 1876, notwithstanding I didn't dig to see how far that language has existed in the book. 

[Joshua Katz]

That is not what is at issue in the amendment example because there is no substance to it.  As you and I both said, it has to be cut off somewhere.  That's the only explanation we can give - there just is no substantive answer.  Yet we do not think this makes it impossible for us to do our jobs.  Similarly, if asked about the auditors report, we don't need to touch the substance.  We only think we do because, in that case, there actually is a substantive answer - it just has nothing to do with the parliamentary explanation.

By substantive explanation, I mean as opposed to procedural.  That is, an explanation based on the essence of things, rather than on how things should be treated.

[Shmuel Gerber]

On 3/18/2016 at 7:14 PM, Guest said:

. . . But here is the difficult part for me :   

RONR  p. 479-480 ,  line 35- onwards  :

"The adoption of the auditor's report has the effect of reliveing the treasurer of responsibility  for the period covered by his report , except in the case of fraud".

Is that statement correct- do you know - is that accurate ?. Would the treasurer then be relived of responsibility for the " Books " and errors in the "Books ". The best I can say myself  is that I do not  know- really- if its true or not true. . . .

D. Llama  

I find this line of questioning a bit puzzling. RONR, which presumably has been adopted by the organization, explicitly states that adoption of the auditors' report has a particular effect. How could it not be true that the motion then has that effect? If the assembly adopted the motion "that we accept the report of the auditors and hereby relieve the treasurer of responsibility for the period covered by the report for fiscal year 2015, except in the case of fraud," would you start turning to financial experts to ask if it was really true that such a motion relieves the treasurer of responsibility for the stated period (except in the case of fraud)?

[Kim Goldsworthy]

. . . hmmmmmm . . .

***

Observation #1: A resolution which says "RESOLVED: That we, Party 1, relieve responsibility from Party 2," -- is a resolution that may be rescinded, or may be reconsidered.

So, the "relief" is not absolute.

The adopted resolution expresses an official statement of the organization (or, the body of the organization which did the adopting).  -- at that moment in time, under those circumstances.

No promises about tomorrow. Or the next day. Or a year from now.

***

Observation #2: A resolution which says "RESOLVED: That we, Party 1, relieve responsibility from Party 2," -- is a resolution that implies a relationship between Party 1 and Party 2. -- And no one else.

• A 3rd party may still file suit against the treasurer.

• A district attorney may still file suit against the treasurer.

• Fraud may still be embedded in The Books, awaiting a smarter auditor, (or a more thorough audit, and not merely a "financial review").

The adopted resolution is limited between two parties: (a.) the org; (b.) the Tr. -- Not three parties, or four. Not anyone outside of the organization. Not the government. Not the spouse of a member.

So the "limit" of the "responsibility" isn't absolute.

***

Bottom line:

The lifting-of-responsibility is not absolute.

So any question which asks, "Is it really, really true that responsibility is lifted?" must have a context of some kind. Because the context, clearly is relative, not absolute.

Q. What level of absolute (or, what level of relative) is the context of the question?

All we know is -- P1 relieves P2 of responsibility (upon adoption of the resolution). -- No further.

[D.Llama]

Mr Gerber :

My sense of this follows somewhat  that of Mr Potzbie .

Your reference to  "puzzlement " tends to suggest that you see the role of parliamentarian as very narrow, indeed. The organization has adopted RONR - they apply it - that is that, and the results are  what RONR says they are -as what else can they be ! A member asks "is that rule on auditor  report adoption sound ?" - the parliamentarian is to reply " sound , what difference does sound make - this is not about sound -its about what you adopted and what you therefore get - I'm not here to advise on the soundness of any rule- just what the rule is and the result of that rule- and this is the result as per RONR - reduction of responsibility for the treasurer ( even if that turns out to not be the case as determined by a superior  authority ) ". 

My sense/approach  is somewhat different in aid  of the best  possible parliamentarian services. Therefore  when I'm asked ( for example )  as to the notion of ten minutes for debate - I tend to say "not sound " for most assemblies - its too long, and therefore I suggest a special  rule that eclipses and reduces  that temporal allowance . But when it comes to the auditor  report responsibility ( read in context -liability ) I'm at sea - my experience is insufficient to provide an answer as to whether or not I see that as sound and whether it  should be eclipsed by a special or not . So for me there is a practical context in all of this . Its not simply an exercise in the automatic application of RONR . 

Obliged for your interest . 

D.Llama

[Shmuel Gerber]

D.Llama,

I suggest that you read your own words that I quoted, which my reply was in response to. You quoted a statement from RONR and then asked, "Is that statement correct- do you know - is that accurate ?"

Now, instead of engaging with the specific question that I posed in response, you are talking about a bunch of other things, including the role of the parliamentarian, and whether the rule is "sound" or "should be eclipsed by a special" [rule of order, I assume].

So, I'll ask again: If the assembly adopted the motion "that we accept the report of the auditors and hereby relieve the treasurer of responsibility for the period covered by the report for fiscal year 2015, except in the case of fraud," would you start turning to financial experts to ask if it was really true that such a motion relieves the treasurer of responsibility for the stated period (except in the case of fraud)? If not, then why do you have difficulty accepting at face value the statement in RONR that the assembly's adoption of the auditors' report accomplishes the same thing, at the very least by virtue of the simple fact that RONR says that's what it does?

And yes, I agree with potzbie: Nothing in RONR gives an organization the right to act on behalf of third parties to relieve an officer of that officer's responsibility with respect to those third parties.

[D.Llama]

 Greetings  S.G.

Will respond later this week - but , of course , do not agree with the above review .

D.L.

 

[Gary Novosielski]

On 3/21/2016 at 9:05 PM, D.Llama said:

 Will respond later this week - but , of course , do not agree with the above review .

I hope your response will directly address the question on the motion  "that we accept the report of the auditors and hereby relieve the treasurer of responsibility for the period covered by the report, except in the case of fraud."

If you don't believe that such a motion, if adopted, would relieve the treasurer of responsibility (at least concerning the society itself) then perhaps you can suggest language that would?  (Or explain why a motion that says what it means doesn't mean what it says.)

[D.Llama]

i will. 

[Guest Chris Lund]

Not sure if anyone monitors this thread anymore. I have chaired many committees and currently reside as Mayor of my town. That all said, I am on a chair of a new political group that insisted that the Treasurer Report had to go to an Audit committee. I have never heard of this prior and thought it a bit odd since the Audit Committee is likely not to have a CPA on board. What am I missing? Do we need to send the Treasurer Report to an Audit Committee every month? My experience is the Treasurer reads the balances and transactions and then we just "approve" or "Accept"  it.

[Josh Martin]

1 hour ago, Guest Chris Lund said:

Not sure if anyone monitors this thread anymore. I have chaired many committees and currently reside as Mayor of my town. That all said, I am on a chair of a new political group that insisted that the Treasurer Report had to go to an Audit committee. I have never heard of this prior and thought it a bit odd since the Audit Committee is likely not to have a CPA on board. What am I missing? Do we need to send the Treasurer Report to an Audit Committee every month? My experience is the Treasurer reads the balances and transactions and then we just "approve" or "Accept"  it.

For future reference, it is generally best to post a new question as a new thread, even if there is an existing thread on a similar topic.

An organization is indeed required to conduct an audit in some fashion. Organizations with fewer resources and simpler finances often choose to have this audit conducted by an Audit Committee consisting of members of the society. Organizations with more resources and more complex finances will often instead have this audit conducted by professional auditors.

When the monthly Treasurer's Reports are received, they are simply placed on file and no action should be taken on them. To "approve" or "accept" these reports would imply that the assembly is accepting these reports as accurate, which is problematic when the reports have not been audited and the assembly therefore has no idea whether they are, in fact, accurate. The annual report of the Treasurer, which is generally more detailed, is submitted for audit. The Audit Committee (or professional auditors) review the report and other financial records and submits an audit report. The report of the auditors is then approved. Audits might also be conducted at other times, such as when there is a changeover in the officer of Treasurer at a time other than the annual report (due to a vacancy) or when otherwise ordered by the society.

These procedures are discussed in more detail in RONR (12th ed.) 48:20-26.

Edited March 8, 2021 at 04:35 PM by Josh Martin

[Guest Puzzling]

Better start your question in a new post.

Also is your question on your towns finances then other rules than RONR regulate the auditoring of the finances.

If it is of the political group it is what the group decides (that is democracy)