Guest Dennis Posted July 9, 2010 at 08:32 PM Report Share Posted July 9, 2010 at 08:32 PM I have a question regarding our by-laws. After re-reading the duties of the Treasurer, the last three sentences are troublesome, I need some clarification."An Annual records review (audit) will be conducted by a three member committee (including the Vice President appointed by the President or at any time deemed necessary by the Board of Directors". Does this mean the Vice President has to be at the audit? I thought it meant the President had to appoint the Vice President to be at the audit. The reason I chose an independent to do an independent audit was the Vice President and the Treasurer are Husband and Wife. I requested the Vice President not be present. He was present anyway. Now the by-laws were not written for Board Members being Husband and Wife. I tried to explain this and I was over ruled by the Vice President. Tell me the correct procedure here. Link to comment Share on other sites More sharing options...
Rob Elsman Posted July 9, 2010 at 08:37 PM Report Share Posted July 9, 2010 at 08:37 PM Well, there seems to be a parenthesis missing somewhere. At any rate, I presume the bylaw means what it says, spouses notwithstanding. Link to comment Share on other sites More sharing options...
Guest Dennis Posted July 9, 2010 at 08:42 PM Report Share Posted July 9, 2010 at 08:42 PM Still don't understand, does this mean the president has no control, even though the by-laws state the VP has to be appointed. I agree there is a parenthesis missing but it is as written. Link to comment Share on other sites More sharing options...
Rob Elsman Posted July 9, 2010 at 08:51 PM Report Share Posted July 9, 2010 at 08:51 PM Still don't understand, does this mean the president has no control, even though the by-laws state the VP has to be appointed. I agree there is a parenthesis missing but it is as written.As far as I can tell from the facts given, there is not a separate bylaw that prevails when the vice president and treasurer are spouses, and no rule in RONR prohibits spouses from being members of the same committee. Link to comment Share on other sites More sharing options...
Guest Dennis Posted July 9, 2010 at 08:55 PM Report Share Posted July 9, 2010 at 08:55 PM Forget the husband and wife theory, does the VP have the authority without being appointed? Link to comment Share on other sites More sharing options...
Guest F.R.Pond Posted July 9, 2010 at 09:02 PM Report Share Posted July 9, 2010 at 09:02 PM "An Annual records review (audit) will be conducted by a three member committee (including the Vice President appointed by the President or at any time deemed necessary by the Board of Directors". Still don't understand, does this mean the president has no control, even though the by-laws state the VP has to be appointed. I agree there is a parenthesis missing but it is as written.If the missing parenthesis was to close "(including the Vice President)," then it would be the annual review committee that would be appointed by the President, which would give the President control over the other two members of the audit committee, but as I read it, the Vice President is a mandatory member of that committee. Link to comment Share on other sites More sharing options...
Guest Dennis Posted July 9, 2010 at 09:12 PM Report Share Posted July 9, 2010 at 09:12 PM If the missing parenthesis was to close "(including the Vice President)," then it would be the annual review committee that would be appointed by the President, which would give the President control over the other two members of the audit committee, but as I read it, the Vice President is a mandatory member of that committee.Thanks, I didn't see it that way however, if the parenthesis was closed, then I do understand. But, like it is, doesn't mean anything? Link to comment Share on other sites More sharing options...
hmtcastle Posted July 10, 2010 at 12:31 AM Report Share Posted July 10, 2010 at 12:31 AM But, like it is, doesn't mean anything?It's pretty close to not meaning anything.But whatever meaning it may have is up to your organization, not this forum, to determine. Bylaws can only be properly interpreted in their entirety. Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted July 10, 2010 at 05:57 AM Report Share Posted July 10, 2010 at 05:57 AM The reason I chose an independent to do an independent audit was the Vice President and the Treasurer are Husband and Wife.That is so irrelevant. - Just because a subset of officers are married does not invalidate a rule.You are trying to circumvent a rule which has no circumvention built-in.I requested the Vice President not be present.THAT is you key problem. - You are attempting to violate a clear rule.He [VP] was present anyway.I should hope so! Someone's got to obey your bylaw.Now the bylaws were not written for Board Members being Husband and Wife.Aren't they all?That relationship is irrelevant.I tried to explain this and I was over ruled by the Vice President. No surprise, there.Tell me the correct procedure here.• Obey the bylaws.• Don't circumvent bylaws just because someone is married.Bottom line:You won't find any rule in RONR (Tenth Edition 2000) which implies, "Rule [N] does not apply if Officer X1 is married to Officer X2."That is chasing your tail. Link to comment Share on other sites More sharing options...
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