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When are C&BL Amendments Required


Karen W
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I find myself as the unexpected board member and treasurer of a tax exempt organization (livestock breed association). The previous treasurer quit after being harangued constantly by a member about his not producing "monthly warrant reports" . In the CB&L, the treasurer's duties are enumerated  and one section states:

"The Treasurer shall make (at a minimum) a quarterly Profit & Loss Statement, Statement of Cash Flow, and Trial Balances to the Board of Directors. These reports shall be available to Association members."

Other duties include submitting an annual budget, annual audit, receiving and disbursing all moneys, being custodian of the funds.

Seven years ago, at an annual members meeting, a resolution was passed 'requiring' the Treasurer to submit a 'monthly warrant request' to include all expenditures to be paid that month, such information available to the membership upon request.  This was not an amendment to the C&BL, but a motion by the membership at the annual meeting in 2011. Since then, the treasurer  from that time prepared this warrant report. After the annual meeting in 2017, the long-serving board members who followed this 'resolution' quit, leaving a new treasurer without guidance. He quit this week from frustration and now I must clean up everything.

Question: Is this 'monthly warrant report' enforceable on the treasurer, or would it more properly be instituted via amendment to the C&BL? I am trying to do the right thing in this case. We have our annual meeting in June and there is time for members to submit proposed amendments.  

Thank you in advance.

 

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You should check the C&BL regarding your duties because sometimes they also specify that other duties can be imposed by the Membership (or Board).  If the C&BL do say that and the Membership did adopt a motion instructing the Treasurer to submit a monthly report you have a duty to comply.

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Thank you, Chris. The CB&L does not specify that other duties may be imposed by the membership or the board. I just read all 20 pages again this morning.... I have been reading it ad nauseum since September....

The amendment process for the CB&L requires that a proposed amendment be submitted 60 days prior to the annual meeting. This 'requirement' arose due to membership distrust at the annual meeting and was not a properly submitted amendment to CB&L.

I need to check Oklahoma Law, the only place I have not checked.

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Organizations may pass standing rules, which it sounds like was done here.  Whether or not it violates the bylaws is a matter of bylaw interpretation, for which one would have to look, at least, at the duties of officers as enumerated in the bylaws.  However, the way to make that point is to raise a point of order at a meeting that the standing rule violates the bylaws, not to simply ignore it.  (Of course, ignoring it is an option, and then you can raise a point of order when an effort is made to enforce it, it's just not a very good idea.)

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Karen, I agree with Mr. Harrison and Mr. Katz.  If you believe that this rule (I agree that it amounts to a standing rule) violates the bylaws by imposing a duty not contained in the bylaws, I would first discuss this with the president and maybe a couple of other key players to try to get them (especially the president) to agree with you so that if you or someone else raises a point of order, you will know how the chair will likely rule and you will have a couple of allies to speak in favor of your position if there is an appeal.  I think it's best to not take the chair by surprise and to have some allies.

However, if it seems to be the will of the membership that this be an additional duty of the treasurer, it might be best to incorporate it in the bylaws via a bylaw amendment to avoid the same problem in the future.

Edited to add:  If there is a point of order and a ruling by the chair, with or without an appeal, the point of order and the ruling and outcome of any appeal should absolutely be included in the minutes.  This ruling establishes a precedent as to the effect or validity of the standing rule.   It needs to be in the minutes.

Edited by Richard Brown
Added last paragraph
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