CHAPTER
XV

OFFICERS; MINUTES AND OFFICERS’ REPORTS

§47. OFFICERS

47:1      As stated in 3:6, the minimum essential officers for the conduct of business in any deliberative assembly are a presiding officer and a secretary or clerk. The usual duties of these and other officers generally required in an organized society are summarized and discussed in this section. Every society should specify in its bylaws what officers it requires, how they shall be elected or appointed, their term of office, and any qualifications for holding office or any duties different from or in addition to those stated in the parliamentary authority.

Principles Applying to Holding of Office

47:2      In most societies it is usual to elect the officers from among the members; but in all except secret societies, unless the bylaws provide otherwise, it is possible for an organization to choose its officers from outside its membership. In many legislative bodies the presiding officer is not a member of the body. A large society with complex financial affairs may wish to employ a professional as treasurer.

47:3      An office carries with it only the rights necessary for executing the duties of the office, and it does not deprive a member of the society of his rights as a member. If a person holds an office in a society of which he is not a member and the bylaws make that officer an ex-officio member of the board, the nonmember is thereby a full-fledged board member with all the accompanying rights; but this does not make him a member of the society.

47:4      The bylaws may contain a provision that “No person shall be eligible to serve image consecutive terms in the same office.” In filling vacancies for unexpired terms, an officer who has served more than half a term in an office is considered to have served a full term. As stated in 46:46–47, the term of office begins as soon as the officer is elected, unless the bylaws establish a different time (see also 56:27).

Elected Officers

47:5 Chairman or President. The presiding officer of an assembly ordinarily is called the chairman1 when no special title has been assigned, or in a body not permanently organized, such as a mass meeting (53). In organized societies the presiding officer’s title is usually prescribed by the bylaws, that of president being most common. The term the chair refers to the person in a meeting who is actually presiding at the time, whether that person is the regular presiding officer or not. The same term also applies to the presiding officer’s station in the hall from which he or she presides, which should not be permitted to be used by other members as a place from which to make reports or speak in debate during a meeting (see also 47:12). In assemblies where committee chairmen or others will require a lectern for their papers, another lectern on the side of the platform or on the floor at the front should be provided so that the chair can maintain his presiding location. For the manner in which the chair should be addressed in a meeting, see 3:10–11.

47:6      The presiding officer of an assembly—especially of a large one—should be chosen principally for the ability to preside. This person should be well versed in parliamentary law and should be thoroughly familiar with the bylaws and other rules of the organization—even if he or she is to have the assistance of a parliamentarian. At the same time, any presiding officer will do well to bear in mind that no rules can take the place of tact and common sense on the part of the chairman.

47:7 Duties of the presiding officer of an assembly. The principal duties of the presiding officer of an assembly under parliamentary law are listed below—with references, where appropriate, to fuller descriptions elsewhere in this book. Additional information relating to the duties of the chair in particular cases will be found in the treatment of the subjects involved. It is the duty of the presiding officer of an assembly:

1) To open the meeting at the appointed time by taking the chair and calling the meeting to order (3:15), having ascertained that a quorum is present (3:3–4; 40).

2) To announce in proper sequence the business that comes before the assembly or becomes in order in accordance with the prescribed order of business, agenda, or program, and with existing orders of the day (41).

3) To recognize members who are entitled to the floor (3:30–35; 42).

4) To state and to put to vote all questions that legitimately come before the assembly as motions or that otherwise arise in the course of proceedings (except questions that relate to the presiding officer himself in the manner noted below), and to announce the result of each vote (4); or, if a motion that is not in order is made, to rule that it is not in order (although this may be avoided if the chair can suggest an alternative that is in order which the maker agrees to offer instead; see 4:16–18). (For a discussion of the circumstances under which the chair votes, see 44:12–13. See also the discussion of unanimous consent, 4:58–63.)

5) To protect the assembly from obviously dilatory motions by refusing to recognize them (39).

6) To enforce the rules relating to debate and those relating to order and decorum within the assembly (3:9–13; 4:27–32; 43).

7) To expedite business in every way compatible with the rights of members.

8) To decide all questions of order (23), subject to appeal (24)—unless, when in doubt, the presiding officer prefers initially to submit such a question to the assembly for decision.

9) To respond to inquiries of members relating to parliamentary procedure (Parliamentary Inquiry, 33:3–5) or factual information (Request for Information, 33:6–10) bearing on the business of the assembly.

10) To authenticate by his or her signature, when necessary, all acts, orders, and proceedings of the assembly.

11) To declare the meeting adjourned when the assembly so votes or—where applicable—at the time prescribed in the program, or at any time in the event of a sudden emergency affecting the safety of those present (8, 21).

47:8      At each meeting, in addition to the necessary papers proper to that meeting’s business, the presiding officer should have at hand:

• a copy of the bylaws and other rules of the organization;

• a copy of its parliamentary authority (that is, this book, if it is prescribed in the bylaws);

• a list of all standing and special committees and their members; and

• a memorandum of the complete order of business listing all known matters that are to come up, shown in proper sequence under the correct headings—or with their scheduled times—as applicable.

47:9      Except in a small board or a committee, the presiding officer should stand while calling a meeting to order or declaring it adjourned, and while putting a question to vote. He should also stand—without leaving the chair—while explaining his reasons for a ruling on a point of order (if the explanation entails more than a few words) or when speaking during debate on an appeal or a point of order that he has submitted to the judgment of the assembly (23, 24). When speaking for the first time during debate in either of the latter two cases, he can do so in preference to other members (see 23:2(5), 23:19, and 24:3(5)). While a member is speaking in debate on any question, the presiding officer should remain seated—unless the view between him and the members would be obstructed, in which case he should step back slightly during the member’s speech. At times other than those just mentioned, the presiding officer can stand or sit as he finds convenient for commanding the assembly’s attention, preserving order, etc.—provided that his station is arranged so that even when seated he can see the entire hall and all present can see him (see also 3:7, 47:5).

47:10      Whenever a motion is made that refers only to the presiding officer in a capacity not shared in common with other members, or that commends or censures him with others, he should turn the chair over to the vice-president or appropriate temporary occupant (see below) during the assembly’s consideration of that motion, just as he would in a case where he wishes to take part in debate (see also 43:29–30). The chair, however, should not hesitate to put the question on a motion to elect officers or appoint delegates or a committee even if he is included.

47:11 Temporary occupants of the chair. If it is necessary for the president to vacate the chair during a meeting, or if the president is absent, the chair is occupied temporarily by another—who also must not be precluded from presiding by any of the impediments mentioned in the preceding paragraph—as follows:

1) A vice-president. If the president for any reason vacates the chair or is absent, the vice-president or first vice-president takes the chair unless he also, because of involvement in the debate or for any other reason, is disqualified from presiding in the particular case; and if the first vice-president is absent or must disqualify himself, the duty of presiding devolves on the other vice-presidents in order. For this reason, the bylaws should number the vice-presidencies if there are more than one, and persons should be elected to specific positions. It should be noted, however, that if the bylaws provide for a president-elect, they usually provide also that the president-elect shall precede the first vice-president in the right to preside.

2) An appointed chairman pro tem. If the president vacates the chair during a meeting and no vice-president is available, he can, subject to the approval of the assembly, as explained in 43:29(b), appoint a temporary chairman who is called the chairman pro tempore, or chairman pro tem. The return of the president, the arrival of a vice-president, or the first adjournment puts an end to this appointment, and the assembly can terminate it even earlier by the adoption of a motion to “declare the chair vacant and proceed to elect a new chairman” (see 62:11). The regular presiding officer, knowing that he will be absent from a future meeting, cannot in advance authorize another member to preside in his place.

3) An elected chairman pro tem. If neither the president nor any vice-president is present, the secretary—or in the secretary’s absence some other member—calls the meeting to order, and the assembly immediately elects a chairman pro tem to preside during that session. Such office is terminated by the entrance of the president or a vice-president, or by the adoption of a motion to “declare the chair vacant and proceed to elect a new chairman” (see 62:11). If the assembly is to elect a chairman pro tem to hold office beyond the current session (in the event that the president and the vice-presidents are unable to perform their duties for that length of time), notice must be given at the preceding meeting or in the call of the meeting at which such election is held.

47:12      The practice in some organizations of permitting the chairman of a committee to preside over the assembly or put questions to vote during the presentation and consideration of the committee’s report violates numerous principles of parliamentary law relating to the chair’s appearance of impartiality and the inappropriateness of his entering into debate, not to speak of the regular presiding officer’s duty to preside (see 47:5–7).

47:13 Invited temporary presiding officer. In certain instances in an ordinary society—for example, if an adjourned meeting or a special meeting (9) must deal with a problem that has intensely divided the organization—it may be that such a meeting can accomplish more under the chairmanship of an invited nonmember who is skilled in presiding. (Sometimes this may be a professional presiding officer.) If the president and vice-president(s) do not object, the assembly, by majority vote, can adopt an incidental main motion to effect such an arrangement for all or part of a session. This motion is a question of privilege affecting the assembly (19). Alternatively, the rules may be suspended to authorize this type of temporary appointment, even over the objection of the president or a vice-president. Cf. 62:13–14.

47:14 Suggestions for inexperienced presiding officers. The larger the assembly, the more readily it will detect the slightest weakness in a presiding officer. Efforts to capitalize on any such failing may follow with sometimes disastrous results. It is often said that knowledge is strength, and certainly that is true in this case. The presiding officer should be thoroughly familiar with the duties of the presiding officer of an assembly, as stated in 47:7–10, and should have with him the documents listed in 47:8. There is no acceptable alternative to parliamentary procedure for the conduct of business in a deliberative assembly; yet many presiding officers try to get along with a minimum of knowledge. This approach inevitably results in signs of unsureness.

47:15      A presiding officer should make every effort to know more parliamentary procedure than other members. A good first step is to read through Robert’s Rules of Order Newly Revised In Brief—a concise introductory guide prepared by the authors of this book and fully compatible with it—paying particular attention to Chapter 15 (“President or Vice-President”). A presiding officer should also at least become familiar with 1 through 9 of this book and memorize the list of motions on page t4, in their order of precedence. The chair should be able to refer to the table of rules relating to motions on pages t6–t33 quickly enough that there will be no delay in deciding all points contained there. These steps are simple and will enable a president to master parliamentary procedure more quickly. As more difficult points arise, a careful reading of the detailed treatment of such points in the body of this book will make them readily understood and mastered.

47:16      The presiding officer must not permit members to press on so rapidly that the parliamentary steps are abridged or go unobserved. When a motion is made, he must not recognize any member or allow anyone to speak until the motion is seconded (where that is required) and he has stated the question.

47:17      The chair should take special care to make sure that the members always understand what is the immediately pending business—the exact question to be voted on the next time a vote is taken. Failure of presiding officers to do so is one of the greatest causes of confusion in meetings. The chair should carefully follow the directions for stating a question on a motion or resolution given in 4:15. Particularly in stating the question on an unwritten motion, the chair should always say, “It is moved and seconded that” and then give the precise words of the motion fully, no matter how clearly the motion may have been framed when moved by its maker. The chair should never try to avoid this critically important duty by saying, “You have heard the motion” or by saying, “The motion is moved and seconded” without repeating its words. The chair must be careful to be exact in stating any proposed amendment so as to make clear the effect its adoption would have on the motion to be amended. After the vote on an amendment, he should fully restate that motion as it stands as a result of the amendment’s adoption or failure (see 12:33–40). Above all, just before the vote, the chair must make clear the precise question the assembly is to decide. It is far better to risk taxing the patience of an assembly by repeating the wording of a motion on which all may be clear, than to risk taking a vote whose effect may be unclear to even a few members.

47:18      When a vote is taken, the result should be announced and also what question, if any, is then pending, before any member who addresses the chair is recognized. In a large assembly where a microphone is required, the chair should insist that a member go to it and identify himself. This brief delay is often very salutary in quieting heated feelings. Efforts to abbreviate the requirements of parliamentary procedure often signal an effort to substitute the member’s will for the parliamentary leadership of the presiding officer. A not uncommon instance of this kind is described in 42:13(1), where a member attempts quickly to obtain the floor to offer a motion in competition with one arranged by the officers to be offered by another member. Firmness and, at the same time, calm insistence on the regular order is a technique essential to the development of a skilled presiding officer.

47:19      While a commanding presence and knowledge are essential in procedural matters, the president of an ordinary deliberative assembly, especially a large one, should, of all the members, have the least to say upon the substance of pending questions. While providing strong leadership, he should be fair. He should never get excited; he should never be unjust to even the most troublesome member, or take advantage of such member’s lack of knowledge of parliamentary law, even though a temporary good might be accomplished thereby. The president should never be technical or more strict than is necessary for the good of the meeting. Good judgment is essential; the assembly may be of such a nature, through its unfamiliarity with parliamentary usage and its peaceable disposition, that strict enforcement of the rules, instead of assisting, would greatly hinder business. But in large assemblies where there is much work to be done, and especially where there is likelihood of trouble, the only safe course is to require a strict observance of the rules.

47:20 Administrative duties of the president of a society. All of the duties of the presiding officer described above relate to the function of presiding over the assembly at its meetings. In addition, in many organized societies, the president has duties as an administrative or executive officer; but these are outside the scope of parliamentary law, and the president has such authority only insofar as the bylaws provide it. In some organizations, the president is responsible for appointing, and is ex officio a member of, all committees (with the exception of the nominating committee, which should be expressly excluded from such a provision, and with the further possible exception of all disciplinary committees; see 56:47). But only when he is so authorized by the bylaws—or, in the case of a particular committee, by vote of the assembly—does he have this authority and status. As an ex-officio member of a committee, the president has the same rights as the other committee members, but is not obligated to attend meetings of the committee and is not counted in determining the number required for a quorum or whether a quorum is present.

47:21 President-Elect. Some organizations desire to elect their president one entire term in advance, and in such cases, during the term following the election, the person chosen is called the president-elect. This office exists only if expressly provided for in the bylaws, in which case the members never vote on any candidate for the office of president, but elect a president-elect and the other officers of the organization. Accordingly, when a member has served his full term as president-elect, he automatically becomes president for a full term. Once a person has been elected president-elect, the assembly cannot alter its decision regarding the succession of that person to the presidency, unless he vacates office during his term as president-elect or unless ground arises for removing him from that office (see 62:16).

47:22      When the bylaws of an organization provide for a president-elect, it is usual to provide also that if the president should be absent, or if the office of the president should become vacant between elections, the president-elect shall preside, if present, or shall fill the vacancy. Unless such provision is made, the first vice-president would preside or complete the president’s term. It is also customary to provide in the bylaws for some method to fill a vacancy in the office of president-elect, should one occur between elections. It is important to consider these provisions with great care. The bylaws can assign the president-elect specific responsibilities.

47:23 Vice-President. In the absence of the president, or when for any reason the president vacates the chair (see 43:29, 47:11, 62:12–14), the vice-president serves in his stead (see the previous paragraph, however, regarding the usual duties of the president-elect in organizations that have one). Thus, it is important to elect a vice-president who is competent to perform the duties of president. When an assembly resolves itself into a committee of the whole, frequently it is the vice-president who is appointed to preside as committee chairman (see 52:2(a), 52:7).

47:24      When a vice-president is presiding over the assembly, he or she is addressed as “Mr. President” or “Madam President” (unless confusion might result—for example, when the president is also on the platform—in which case the form “Mr. Vice-President” or “Madam Vice-President” may be used).

47:25      Where the bylaws of a state, regional, or national society make the president of each constituent unit automatically a delegate to the society’s convention, the vice-president of a unit serves as the president’s alternate (see 58:12) and usually acts as vice-chairman of the unit’s delegation (see 58:19).

47:26      If the bylaws provide that the president shall appoint all committees, this power does not transfer to a vice-president occupying the chair, even when the president is absent (see the second paragraph of 50:13(d)).

47:27      The president and vice-president may have occasion to make reports in connection with administrative duties prescribed in the society’s bylaws or other rules (see 48:19). If the president has prepared a report but cannot attend the meeting at which it is to be presented, the vice-president should present it for him. But the vice-president cannot modify the president’s report, or substitute a different one for it, simply because the president is absent.

47:28      In case of the president’s resignation, death, or removal, the vice-president automatically becomes president for the remainder of the term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president (see also 56:32).

47:29      Some societies elect several vice-presidents in an order of precedence—first, second, third, and so on—in which case the highest-ranking one present has the duty of serving in place of the president when needed. In case of the president’s resignation, death, or removal, the first vice-president then automatically becomes president (unless, as indicated above, the bylaws expressly provide otherwise for the office of president). Likewise, in case of any vice-president’s resignation, death, or removal, or upon his or her automatic promotion to a higher office, the next-highest-ranking vice-president, if there is one, is automatically promoted (unless the bylaws expressly provide otherwise). Thus, for example, if the first vice-president resigns, the second vice-president becomes first vice-president, the third vice-president becomes second-vice-president, and so on, with the vacancy to be filled occurring in the lowest-ranking vice-presidency. A vice-president cannot decline to take the higher office to which he has been automatically promoted; if unable or unwilling to carry out the duties of the new office, his only recourse is then to submit his resignation, upon the acceptance of which he will no longer hold either office.

47:30      Sometimes the bylaws provide that the different vice-presidents shall have administrative charge of different departments. In many such cases, it is inadvisable for the vice-presidents to have to change their duties whenever a vacancy occurs among them, and the bylaws should therefore also provide a method for filling vacancies that expressly applies to the offices of president and all vice-presidents.

47:31      Although in many instances the outgoing vice-president (or first vice-president) will be the logical nominee for president in the next term, the society has the freedom to make its own choice and to elect the most promising candidate at that particular time, unless stated otherwise in the bylaws (cf. President-Elect, above).

47:32 Secretary. The secretary is the recording officer of the assembly and the custodian of its records, except those specifically assigned to others, such as the treasurer’s books. The recording officer is sometimes called the clerk, the recording secretary (when there is also, for example, a corresponding secretary or financial secretary), the recorder, or the scribe.

47:33 Duties of the secretary. The duties of the secretary are:

1) To keep a record of all the proceedings of the organization—usually called the minutes.

2) To keep on file all committee reports.

3) To keep the organization’s official membership roll (unless another officer or staff member has this duty); and to call the roll where it is required.

4) To make the minutes and records available to members upon request (see 47:36).

5) To notify officers, committee members, and delegates of their election or appointment, to furnish committees with whatever documents are required for the performance of their duties, and to have on hand at each meeting a list of all existing committees and their members.

6) To furnish delegates with credentials.

7) To sign all certified copies of acts of the society.

8) To maintain record book(s) in which the bylaws, special rules of order, standing rules, and minutes are entered, with any amendments to these documents properly recorded, and to have the current record book(s) on hand at every meeting.

9) To send out to the membership any required notice of each meeting, known as the call of the meeting, and to conduct the general correspondence of the organization—that is, correspondence that is not a function proper to other offices or to committees (see also Corresponding Secretary and Executive Secretary, below).

10) To prepare, prior to each meeting, an order of business (41) for the use of the presiding officer, showing in their exact order, under the correct headings, all matters known in advance that are due to come up and—if applicable—the times for which they are set.

11) In the absence of the president and vice-president, to call the meeting to order and preside until the immediate election of a chairman pro tem.

47:34      In the absence of the secretary, a secretary pro tem must be elected; the corresponding, financial, or executive secretary in organizations having such officers is not an automatic replacement. If, under “Reports of Officers” in the order of business, correspondence of an official character is to be read, it is normally read by the recording secretary and not by the corresponding secretary.

47:35 Records of the secretary. When written reports are received from boards or committees, the secretary records on them the date they were received and what further action was taken on them, and preserves them among his records. It is not necessary for an assembly to vote that a board or committee report be “placed on file,” as that is done without a vote.

47:36      Any member has a right to examine these reports and the record book(s) referred to in 47:33(8), including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary. Members are free to share their contents with others, except for any content protected by the secrecy of an executive session that has not been lifted (see 9:26). The same principles apply to records kept by boards and committees, these being accessible to members of the boards or committees (see also 49:17–19). When a committee requires certain records for the proper performance of its duties, the secretary turns them over to the committee chairman—after consulting with the president in any cases where he or she is in doubt. The corporation law of each state frequently provides for the availability of records of any group incorporated in that state.

47:37 Corresponding Secretary. In larger societies, the duties of issuing notices of meetings and conducting the general correspondence of the organization as described in 47:33(9) are frequently assigned to a separate elected officer, usually called the corresponding secretary. When there is a corresponding secretary, the unqualified word secretary used alone refers to the recording officer.

47:38 Treasurer, and Financial Secretary. The treasurer of an organization is the officer entrusted with the custody of its funds. The treasurer, and any other officers who handle funds of the society, should be bonded for a sum sufficient to protect the society from loss. The specific duties of the treasurer will vary depending on the size and complexity of the society; but this officer cannot disburse funds except by authority of the society or as the bylaws prescribe. The treasurer is required to make a full financial report annually or as the bylaws may prescribe, and to make such interim reports as the assembly or the executive board may direct. (For the suggested form of this annual report in simple cases, see 48:22ff.)

47:39      In ordinary societies, tasks incident to the collection of dues from members are a part of the treasurer’s duties unless the bylaws provide otherwise. Much clerical work may be attached to this function, however, in large organizations, in societies where dues are payable in frequent installments, or in societies that suspend the voting-membership rights of members who fall in arrears in dues payments (see 1:13n3, 45:1, 56:19). In such cases some organizations have, in addition to the treasurer, a financial secretary—an officer whose usual duties are to bill members for their dues and to receive payment of them, to maintain a ledger of each member’s account, and to turn over to the treasurer and obtain his receipt for moneys received.

47:40 Other Officers. In addition to the officers described above, an organization can provide in its bylaws for any other officers it may wish—including assistant officers. Officers sometimes included, and their usual duties, are:

• Directors (or trustees, or managers), who sit as members of the executive board (49)—usually in addition to the other officers—and perform such duties as the bylaws may require. In some organizations the term trustees refers to officers who perform the duties of elected auditors (see 48:25).

• A historian, who prepares a narrative account of the society’s activities during his or her term of office, which, when approved by the assembly, will become a permanent part of the society’s official history.

• A librarian, who, if the society possesses a collection of books or other written or printed matter, has custody of these items, and—subject to the society’s direction—control over members’ access to them.

• A curator, who serves as custodian of any objects of value that may belong to the society (other than library holdings).

• A chaplain, who recites or leads invocations and benedictions where such prayers are offered at the opening and closing of meetings or other events, and who—if a clergyman—serves the organization in that capacity in such manner as it may require.

• A sergeant-at-arms (or warden, or warrant officer, as sometimes called), who, on the floor of the meeting hall, assists in preserving order as the chair may direct. In a convention or large meeting this officer may have charge of the ushers. He may handle certain physical arrangements in the hall as well, such as being responsible in some cases for seeing that the furnishings are in proper order for each meeting. In a legislative or public body that has the power to penalize or compel the attendance of its members, the sergeant-at-arms may have the duty of serving warrants or notices of fines, or of arresting absent members in the event of a Call of the House (40:13–16).

• A doorkeeper or guard, who, in meetings where only members or some other limited category of persons are permitted to enter, checks the credentials or eligibility of those arriving, and denies entrance to unauthorized persons.

47:41      Directors should always be elected. The other officers mentioned above are usually elected also, but the bylaws can provide for their appointment.

47:42 Honorary Officers (and Members). An honorary office is in fact not an office but—like honorary membership—a complimentary title that may be bestowed on members or nonmembers. When it is desired to honor a nonmember, it is more usual to elect such a person to honorary membership. An honorary officer—for example, an honorary president or an honorary treasurer—is often elected at the time of retirement from the corresponding actual office, particularly when the person has filled it creditably for a long time. If there are to be honorary officers or honorary members, they must be authorized by the bylaws. Like an honorary degree conferred by a college or university, an honorary office or membership is perpetual—unless rescinded or unless its duration is limited by the bylaws. Rights carried with the honor include the right to attend meetings and to speak, but not to make motions or vote unless the person is also a regular member, or unless the bylaws provide full membership rights.2 Honorary presidents and vice-presidents should sit on the platform, but they do not preside. An honorary office entails no duties and in no way conflicts with a member’s holding a regular office or being assigned any duty whatever. It is not improper to include in the published list of honorary officers the names of those who are deceased, if that fact is clearly indicated.

Appointed Officers or Consultants

47:43 Executive Secretary. The term executive secretary, or executive director, is usually applied to a salaried officer who devotes full time to the position of administrative officer and general manager of an organization, especially at the national, regional, or state level; and unless otherwise indicated the term is used in that sense in this book. In most organizations, the executive secretary is employed by the board of directors under contract, but in some this officer is elected by the convention.

47:44 Duties of the executive secretary. The executive secretary is in charge of the central office of the society and acts under the immediate direction of the board and the executive committee, if there is one (see 49:13). He is sometimes ex officio the secretary of the executive committee (and sometimes of the board) and is responsible for seeing that the committee’s instructions are carried out. He is expected to recommend plans of work and to conduct the day-to-day business of the organization. He is often responsible for the work that would otherwise be carried out by an elected corresponding secretary. He usually hires, fires, and determines the salaries of other staff members with the approval of the board or executive committee, which may regulate this function by adopting personnel policies. The bylaws should specify the duties of the executive secretary and should describe the manner in which he is to be selected, and for how long a term.

47:45 Relationship to the president. The relationship between the office of executive secretary and that of president depends on the duties and authority of these officers as defined in the bylaws. In some organizations, the executive and managerial function that would otherwise be exercised by the president is entirely split off and vested in the executive secretary. This arrangement leaves the president his duties as presiding officer and spokesman for the organization. In any case, the president may not give orders to the executive secretary independently unless the bylaws so authorize; in the absence of such a provision, the executive secretary receives his direction from the board or executive committee.

47:46 Parliamentarian. The parliamentarian is a consultant, commonly a professional, who advises the president and other officers, committees, and members on matters of parliamentary procedure. The parliamentarian’s role during a meeting is purely an advisory and consultative one—since parliamentary law gives to the chair alone the power to rule on questions of order or to answer parliamentary inquiries.

47:47      A small local organization should rarely require the services of a parliamentarian, unless it undertakes a general revision of its bylaws; but for large assemblies and conventions or organizations where the transaction of business is apt to be complex, it is advisable to engage one. Some state or national organizations find it advisable to employ a parliamentarian throughout the year to assist with any questions that may arise in interpreting bylaws and rules, or in connection with the work of the board and of officers or committees. In such a case, the parliamentarian’s duties extend beyond giving opinions to the presiding officer during meetings, and may include assisting in the planning and steering of business to be introduced.

47:48 Appointment of the parliamentarian. If a parliamentarian is needed by an organization, the president should be free to appoint one in whom he has confidence. The board or society must approve any fee that will be required, however. If needed for only one meeting, a parliamentarian should be appointed as far as possible in advance of the meeting at which he is to serve, since his main work should be done outside the meeting.

47:49 Duties of the parliamentarian. The president, knowing in advance the business to come before the assembly, should confer with the parliamentarian before the meetings open, and during recesses, in order to anticipate any problems that may arise and to avoid, as much as possible, frequent consultation during the meetings. There is no set rule for the number of additional functions a parliamentarian may be asked to perform as a permanent appointee, such as teaching classes, holding office hours during conventions, and the like.

47:50      During a meeting the work of the parliamentarian should be limited to giving advice to the chair and, when requested, to any other member. It is also the duty of the parliamentarian—as inconspicuously as possible—to call the attention of the chair to any error in the proceedings that may affect the substantive rights of any member or may otherwise do harm.

47:51      There should be an understanding between the parliamentarian and the presiding officer that there will probably be occasions when it may be essential for the chair to listen to suggestions being made by the parliamentarian, even if it means momentarily not giving full attention to others or asking the assembly to stand at ease during the consultation (see 8:2(4), 23:3). This practice will enable the chair to be in a position to act promptly at the correct time and be fully informed. In advising the chair, the parliamentarian should not wait until asked for advice—that may be too late. An experienced parliamentarian will often see a problem developing and be able to head it off with a few words to the chair.

47:52      Only on the most involved matters should the parliamentarian actually be called upon to speak to the assembly; and the practice should be avoided if at all possible.

47:53      The parliamentarian should be assigned a seat next to the chair, so as to be convenient for consultation in a low voice, but the chair should try to avoid checking with the parliamentarian too frequently or too obviously.

47:54      After the parliamentarian has expressed an opinion on a point, the chair has the duty to make the final ruling and, in doing so, has the right to follow the advice of the parliamentarian or to disregard it. But if the parliamentarian’s advice on important procedural issues is habitually disregarded, he may find it necessary, at the end of the present engagement or session, to resign.

47:55      A member of an assembly who acts as its parliamentarian has the same duty as the presiding officer to maintain a position of impartiality, and therefore does not make motions, participate in debate, or vote on any question except in the case of a ballot vote. He does not cast a deciding vote, even if his vote would affect the result, since that would interfere with the chair’s prerogative of doing so. If a member feels that he cannot properly forgo these rights in order to serve as parliamentarian, he should not accept that position. Unlike the presiding officer, the parliamentarian cannot temporarily relinquish his position in order to exercise such rights on a particular motion.

47:56      Regarding the duties of the parliamentarian in connection with a convention, see also 59:9.

Vacancies

47:57      The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society’s affairs between meetings of the society’s assembly (as in the example in 56:43) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society’s assembly. For particular vacancies, see 47:22 (president-elect), and 47:28–30 and 56:32 (president and vice-presidents). See also 13:23 (vacancies in a committee).

47:58      Notice of filling a vacancy in an office (including a vacancy in an executive board or executive committee) must always be given to the members of the body that will elect the person to fill it, unless the bylaws or special rules of order clearly provide otherwise.

§48. MINUTES AND REPORTS OF OFFICERS

Minutes

48:1      The official record of the proceedings of a deliberative assembly is usually called the minutes, or sometimes—particularly in legislative bodies—the journal. The minutes should be kept in a substantial book or binder.

48:2 Content of the Minutes. In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes must never reflect the secretary’s opinion, favorable or otherwise, on anything said or done.

48:3      To modify the rules governing what is regularly to be included in the minutes requires adoption of a special rule of order, although a majority vote may direct the inclusion of specific additional information in the minutes of a particular meeting.

48:4      The first paragraph of the minutes should contain the following information (which need not, however, be divided into numbered or separated items directly corresponding to those below):

1) the kind of meeting: regular, special, adjourned regular, or adjourned special;

2) the name of the society or assembly;

3) the date and time of the meeting, and the place, if it is not always the same;

4) the fact that the regular chairman and secretary were present or, in their absence, the names of the persons who substituted for them; and

5) whether the minutes of the previous meeting were read and approved—as read, or as corrected—and the date of that meeting if it was other than a regular business meeting. Any correction approved by the assembly is made in the text of the minutes being approved; the minutes of the meeting making the correction merely state that the minutes were approved “as corrected,” without specifying what the correction was (see first paragraph of form, 48:8).

The body of the minutes should contain a separate paragraph for each subject matter, and should show:

6) all main motions (10) or motions to bring a main question again before the assembly (6:25–27; 34–37) that were made or taken up—except, normally, any that were withdrawn3—stating:

a) the wording in which each motion was adopted or otherwise disposed of (with the facts as to whether the motion may have been debated or amended before disposition being mentioned only parenthetically); and

b) the disposition of the motion, including—if it was temporarily disposed of (9:7–11, 38:8)—any primary and secondary amendments and all adhering secondary motions that were then pending;

7) secondary motions that were not lost or withdrawn, in cases where it is necessary to record them for completeness or clarity—for example, motions to Recess or to Fix the Time to Which to Adjourn (among the privileged motions), or motions to Suspend the Rules or grant a Request to Be Excused from a Duty (among the incidental motions), generally only alluding to the adoption of such motions, however, as “… the matter having been advanced in the agenda on motion of…” or “… a ballot vote having been ordered, the tellers…”;

8) the complete substance of oral committee reports that are permitted to be given in small assemblies in particular cases as provided in 51:60–62;

9) all notices of motions (10:44–51);

10) all points of order and appeals, whether sustained or lost, together with the reasons given by the chair for his or her ruling; and

11) the declaration by the chair in “naming” an offending member as a part of disciplinary procedures, as well as any disorderly words that led to such naming and that the chair directed the secretary to take down (see 61:12–14).

The last paragraph should state:

12) the hour of adjournment.

48:5      Additional rules and practices relating to the content of the minutes are the following:

1) The name of the maker of a main motion should be entered in the minutes, but the name of the seconder should not be entered unless ordered by the assembly.

2) a) When a count has been ordered, the number of votes on each side is entered, unless the vote was on a motion that would not otherwise be entered in the minutes.

b) When the voting is by ballot, the full tellers’ report (45:37–40) is entered.

c) When the voting is by roll call, the names of those voting on each side and those answering “present,” as well as the total number in each category, are entered. If members who are present fail to respond on a roll-call vote, enough of their names must be recorded as present to reflect that a quorum was present at the time of the vote. If the chair voted, no special mention of this fact is made in the minutes.

3) The proceedings of a committee of the whole, or a quasi committee of the whole, are not entered in the minutes, but the fact that the assembly went into committee of the whole (or into quasi committee) and the committee report is recorded (see 52).

4) When a question is considered informally, the same information is recorded as under the regular rules, since the only informality in the proceedings is in the debate.

5) When a committee report is of great importance or should be recorded to show the legislative history of a measure, the assembly can order it “to be entered in the minutes,” in which case the secretary copies it in full in, or attaches a copy of it to, the minutes.

6) The name and subject of a guest speaker can be given, but no effort should be made to summarize his remarks.

48:6      The use by the secretary of a recording device can be of great benefit in preparing the minutes, but a transcription from it should never be used as the minutes themselves.

48:7 The Signature. Minutes should be signed by the secretary and can also be signed, if the assembly wishes, by the president. The words Respectfully submitted—although occasionally used—represent an older practice that is not essential in signing the minutes.

48:8 Form of the Minutes. The principles stated above are illustrated in the following model form for minutes:

The regular monthly meeting of the L.M. Society was held on Thursday, January 4, 20__, at 8:30 P.M., at the Society’s building, the President being in the chair and the Secretary being present. The minutes of the last meeting were read and approved as corrected.

The Treasurer reported the receipt of a bill from the Downs Construction Company in the amount of $5,000 for the improvements recently made in the Society’s building. The question put by the chair “that the bill be paid” was adopted.

Mr. Johnson, reporting on behalf of the Membership Committee, moved “that John R. Brown be admitted to membership in the Society.” The motion was adopted after debate.

The report of the Program Committee was received and placed on file.

The special committee that was appointed to investigate and report on suitable parking facilities near the Society’s building reported, through its chairman, Mrs. Smith, a resolution, which, after debate and amendment, was adopted as follows: “Resolved, That… [its exact words immediately before being acted upon, incorporating all amendments].”

The resolution relating to the use of the Society’s library by nonmembers, which was postponed from the last meeting, was then taken up. This motion and a pending amendment were laid on the table after the chair announced that the guest speaker had received a phone message which would require his early departure.

The President introduced the guest speaker, Mr. James F. Mitchell, whose subject was image.

At the conclusion of Mr. Mitchell’s talk, the resolution relating to the use of the Society’s library by nonmembers was taken from the table. After amendment and further debate, the resolution was adopted as follows: “Resolved, That… [its exact wording immediately before being finally voted on].”

Mr. Gordon moved “that the Society undertake the establishment of a summer camp for boys on its lakefront property.” Mrs. Thomas moved to amend this motion by inserting the word “underprivileged” before “boys.” On motion of Mr. Dorsey, the motion to establish the camp, with the pending amendment, was referred to a committee of three to be appointed by the chair with instructions to report at the next meeting. The chair appointed Messrs. Flynn, Dorsey, and Fine to the committee.

The meeting adjourned at 10:05 P.M.

Margaret Duffy, Secretary

48:9 Approval of the Minutes. In an organization that holds regular meetings at frequent intervals, such as weekly, monthly, or quarterly, the minutes of each regular or special meeting are normally read and approved at the beginning of the next regular meeting, immediately after the call to order and any opening ceremonies. A special meeting does not approve minutes of a previous session unless the meeting was called for that purpose, which is not ordinarily the case. In a session lasting longer than one day, the minutes of meetings held the preceding day are read and approved at the beginning of each day’s business after the first. In particular, an adjourned meeting of an ordinary society approves the minutes of the meeting that established the adjourned meeting; its own minutes are approved at the next adjourned or regular meeting, whichever occurs first.

48:10      Procedures for the reading, correction, and approval of minutes at a meeting are shown in 41:9–12.

48:11      If the assembly does not wish to carry out the reading and approval of the minutes at the regular time, it may, by majority vote without debate, “dispense with the reading of the minutes.” The minutes can then be taken up by majority vote without debate at any later time during the meeting while no business is pending, under the same rules as those governing Take from the Table (34). If the minutes are not thus taken up before adjournment, they are read and approved at the following meeting, before the later minutes are taken up. A motion to “dispense with the reading of the minutes” is not a request to omit their reading altogether; it can be made at any time while the minutes are actually pending for approval regardless of whether the minutes have already been read or corrected in some respect.

48:12      Exceptions to the rule that minutes are approved at the next regular meeting (or at the next meeting within the session) arise when the next meeting will not be held within a quarterly time interval, when the term of a specified portion of the membership will expire before the start of the next meeting, or when, as at the final meeting of a convention, the assembly will be dissolved at the close of the present meeting. In any of these cases, minutes that have not been approved previously should be approved before final adjournment, or the assembly should authorize the executive board or a special committee to approve the minutes. The fact that the minutes are not read for approval at the next meeting does not prevent a member from having a relevant excerpt read for information; nor does it prevent the assembly in such a case from making additional corrections, treating the minutes as having been previously approved (see 48:15).

48:13      Minutes of an executive session may be read and approved only in executive session, as described in 9:26–27. Common practices when approving minutes at a convention are discussed in 59:55(9).

48:14      When the minutes are approved, the word Approved, with the secretary’s initials (or the signature of the chairman of the approving committee) and the date, should be written below them. If the minutes are approved with corrections, the secretary should prepare a fully corrected version and distribute copies to the members as well as placing it in the minute book. (As noted in 48:4(5) all such corrections should be incorporated in the minutes to which they pertain, and not in the minutes of the meeting making the corrections.)

48:15      If the existence of an error or material omission in the minutes becomes reasonably established after their approval—even many years later—the minutes can then be corrected by means of the motion to Amend Something Previously Adopted (35), which requires a two-thirds vote, or a majority vote with notice, or the vote of a majority of the entire membership, or unanimous consent. In such a case the content of the original minutes must not be altered, although it may be advisable for the secretary to make a marginal notation indicating the corrected text or referring to the minutes of the meeting at which the correction was adopted. The minutes of the latter meeting must include the full text of the motion to Amend Something Previously Adopted, which necessarily includes all information required to construct an accurate record of the actions taken at the earlier meeting.

48:16 Publication of an Assembly’s Proceedings. Sometimes a society wishes to have a full record of its proceedings made available to the public, and when such a record of the proceedings is to be published (in which case it is often called “proceedings,” “transactions,” or the like), it frequently contains, in addition to the information described above for inclusion in the minutes, a list of the speakers on each side of every question, with an abstract or the text of each address. In such cases the secretary should have an assistant. When it is desired, as in some conventions, to publish the proceedings in full, the secretary’s assistant should be a stenographic reporter or recording technician. The presiding officer should then take particular care that everyone to whom he assigns the floor is fully identified. Under these conditions it is usually necessary to require members to use a public-address system. Reports of committees should be printed exactly as submitted, the record showing what action was taken by the assembly in regard to them; or they can be printed with all additions in italics and parts struck out enclosed in brackets, in which case a note to that effect should precede the report or resolution. Any such record or transcript of the proceedings prepared for publication, however, does not take the place of the minutes, and it is the minutes which comprise the official record of the assembly’s proceedings.

Reports of Officers

48:17      In principle, all reports of officers in a society are incident to administrative duties that these officers have by virtue of provisions in the bylaws or other rules. Strictly speaking, in a purely deliberative assembly, the officers make no reports.

48:18      In an organized society, the bylaws may require each of the principal officers to make a report of the year’s work at the annual meeting (9). At any meeting at which officers’ reports are made, they immediately follow the reading and approval of the minutes.

48:19 Reports of Executive Officers. In addition to their annual reports, the president and vice-president from time to time may wish or need to report on their activities in connection with administrative duties. Such reports are usually for purposes of information only, but may sometimes contain recommendations calling for action by the assembly. In either case, the reports should generally conform to the rules as to form, substance, and disposition that govern committee reports (51). Motions to adopt or implement any recommendations should be made from the floor by a member other than the reporting officer.

48:20 Reports by the Treasurer. At each meeting of a society, the chair may ask for a “Treasurer’s report,” which may consist simply of a verbal statement of the cash balance on hand—or of this balance less outstanding obligations. Such a report requires no action by the assembly.

48:21      In addition, the treasurer is required to make a full financial report annually, and in some societies more often. Such an annual report should always be audited. It is compiled and dated as of the last day of the fiscal year, if there is one, or December 31 if no different financial year is stated in the bylaws.

48:22 Form and content of the financial report. The best form for the financial report depends on particular conditions, such as the kind and size of the society, the nature of its activities, the frequency of reporting, and so on. The form used should be patterned after reports in similar organizations. In any case, since the financial report is made for the information of the members, it should not contain details of dates and separate payments, which are a hindrance to the report’s being understood.

48:23      The brief model report below is in a form suitable for most small societies whose financial affairs are simple and primarily involve cash. In organizations whose finances are more involved, a double-entry set of books may be advisable or required. Such a system should be set up with the assistance of an accountant, and the report would normally consist of a balance sheet showing the society’s assets, liabilities, and fund balance (or members’ equity) as well as an income statement similar to the report below without the opening and closing cash balances. Other statements may be included as needed, such as a statement of changes in members’ equity, a statement of sources and application of funds, and a cash forecast. This system may be on a cash or an accrual basis and will usually require review or audit by an accountant.

image

48:24 Action on the financial report. No action of acceptance by the assembly is required—or proper—on a financial report of the treasurer unless it is of sufficient importance, as an annual report, to be referred to auditors. In the latter case it is the auditors’ report which the assembly accepts. The treasurer’s financial report should therefore be prepared long enough in advance for the audit to be completed before the report is made at a meeting of the society.

48:25      When the amounts involved are very large and the reports complicated, or the organization’s contributors or others require it, it is desirable to have the audits made by independent certified accountants. But in ordinary societies and those in which the expense of a professional cannot be justified, it is practical to have the financial reports audited by an auditing committee of two or more members of the society—appointed in advance if there is not a standing auditing committee. In some organizations the financial reports are audited by elected officers known as “trustees.” Where professional examination is desired but the organization does not require a full audit, a “review” (as distinct from a mere “compilation”) by an accountant may supply sufficient testing and verification to satisfy the organization. If the auditors’ report consists only of an endorsement on the financial report—to the effect that it has been found correct, as shown in the model above—the treasurer can simply read out this certification as he concludes the presentation of his own report. After the treasurer has made his report to the assembly (and after any detailed report presented by the chairman of the auditing committee, if it is needed), the chair states the question on adopting the auditors’ report. The adoption of the auditors’ report has the effect of relieving the treasurer of responsibility for the period covered by his report, except in case of fraud.

48:26      If the treasurer presents an unaudited annual report or other financial report that the bylaws require to be audited, and if there is a standing auditing committee or if auditors have already been chosen in some other manner, the chair, without waiting for a motion when the treasurer has finished reading his report, immediately says, “The report is referred to the Auditing Committee [or “to the auditors,” or “to the Trustees for audit”].” If no auditors have been chosen, the proper procedure is to adopt a motion to refer the report to an auditing committee to be appointed by one of the methods described in 50.

48:27 Reports of Other Officers. Other officers as may be prescribed in the bylaws, such as a historian or a librarian, may also have occasion to report to the assembly. These reports are usually made annually and, like those of the executive officers, are generally for purposes of information only. They can, however, contain recommendations upon which it is hoped the assembly will act. If the report is to become a permanent official document of the organization, it must be formally adopted by the assembly. Thus, for example, historical accounts prepared by the historian do not become part of the official history of the society until the assembly formally adopts them, with any desired changes, after their presentation by the historian.

Footnotes to Chapter XV

1 See 3:10 regarding variations of this term which have come into use.

2 Some societies provide in the bylaws for electing to “honorary life membership”—or even its automatic conferment upon—a person who has been an active member for a specified long period of years, sometimes with the added requirement that he shall have attained a certain age. The bylaws may prescribe that such an honorary member shall pay no dues but shall retain full voting privileges.

3 There may be certain instances in which a main motion is withdrawn under circumstances that require some mention in the minutes. In such a case, only as much information should be included in the minutes as is needed to reflect the necessary details clearly. For example, if, at one meeting, a main motion was made the special order for the next meeting (41:57), or a main motion was postponed after lengthy consideration to a meeting at which it was withdrawn by consent, action at the first meeting should always be recorded, and the withdrawal at the second meeting should be stated for completeness of the minutes.