Westside Toastmasters is located in Los Angeles and Santa Monica, California
Article 10. The Officers and the Minutes.
58. Chairman or President
59. Secretary or Clerk
60. The Meeting Minutes
61. Executive Secretary
62. Treasurer
The presiding officer, when no special title has been assigned him, is ordinarily called the Chairman, or the President, or, especially in religious assemblies, the Moderator. In formal organizations the constitution always prescribes his title, that of President being most common. In debate he is referred to by his official title and is addressed by prefixing Mr. or Madam, as the case may be, to that title. In referring to himself he should never use the personal pronoun; he generally says, "the chair," which means the presiding officer of the assembly, regardless of whether his position is permanent or temporary. If his position is only temporary he is called the chairman.
His duties are generally as follows: To open the session at the time at which the assembly is to meet, by taking the chair and calling the members to order; to announce the business before the assembly in the order in which it is to be acted upon [65]; to recognize members entitled to the floor [3]; to state [6] and to put to vote [9] all questions which are regularly moved, or necessarily arise in the course of the proceedings, and to announce the result of the vote; to protect the assembly from annoyance from evidently frivolous or dilatory motions by refusing to recognize them [40]; to assist in the expediting of business in every way compatible with the rights of the members, as by allowing brief remarks when undebatable motions are pending, if he thinks it advisable; to restrain the members when engaged in debate, within the rules of order; to enforce on all occasions the observance of order and decorum among the members, deciding all questions of order (subject to an appeal to the assembly by any two members) unless when in doubt he prefers to submit the question for the decision of the assembly [21]; to inform the assembly, when necessary, or when referred to for the purpose, on a point of order or practice pertinent to pending business; to authenticate, by his signature, when necessary, all the acts, orders, and proceedings of the assembly declaring its will and in all things obeying its commands.
In case of fire, riot, or very serious disorder, or other great emergency, the chair has the right and the duty to declare the assembly adjourned to some other time (and place if necessary), if it is impracticable to take a vote, or in his opinion, dangerous to delay for a vote.
The chairman should rise to put a question to vote, except in very small assemblies, such as boards or committees, but may state it sitting; he should also rise from his seat (without calling any one to the chair) when giving his reasons for his decision upon a point of order, or when speaking upon an appeal, which he can do in preference to other members. During debate he should be seated and pay attention to the speaker, who is required to address his remarks to the presiding officer. He should always refer to himself as "the chair," thus, "The chair decides," etc., not "I decide," etc. When a member has the floor, the chairman cannot interrupt him excepting as provided in 3, so long as he does not transgress any of the rules of the assembly.
If a member of the assembly, he is entitled to vote when the vote is by ballot (but not after the tellers have commenced to count the ballots), and in all other cases where the vote would change the result. Thus, in a case where a two-thirds vote is necessary, and his vote thrown with the minority would prevent the adoption of the question, he can cast his vote; so, also, he can vote with the minority when it will produce a tie vote and thus cause the motion to fail; but he cannot vote twice, first to make a tie, and then to give the casting vote. Whenever a motion is made referring to the chairman only, or which compliments or condemns him with others, it should be put to vote by the Vice President if in the room, or by the Secretary, or on their failure to do so, by the maker of the motion. The chair should not hesitate to put the question on a motion to appoint delegates or a committee on account of his being included.
The chairman cannot close debate unless by order of the assembly, which requires a two-thirds vote; nor can he prevent the making of legitimate motions by hurrying through the proceedings. If members are reasonably prompt in exercising their right to speak or make motions, the chair cannot prevent their doing so. If he has hurriedly taken and announced a vote while a member is rising to address the chair, the vote is null and void, and the member must be recognized. On the other hand the chairman should not permit the object of a meeting to be defeated by a few factious persons using parliamentary forms with the evident object of obstructing business. In such a case he should refuse to entertain the dilatory or frivolous motion, and, if an appeal is taken, he should entertain it, and, if sustained by a large majority he may afterwards refuse to entertain even an appeal made by the faction when evidently made merely to obstruct business. But the chair should never adopt such a course merely to expedite business, when the opposition is not factious. It is only justifiable when it is perfectly clear that the opposition is trying to obstruct business. [See Dilatory Motions, 40].
If it is necessary for the chairman to vacate the chair the first Vice President, if there is one, should take the chair, and in his absence the next one in order should take it. If there is no vice president in the hall, then the chairman may, if it is necessary to vacate the chair, appoint a chairman pro tem., but the first adjournment puts an end to the appointment, which the assembly can terminate before, if it pleases, by electing another chairman. But the regular chairman, knowing that he will be absent from a future meeting, cannot authorize another member to act in his place at such meeting; the secretary, or, in his absence, some other member should in such case call the meeting to order, and a chairman pro tem. be elected who would hold office during that session, unless such office is terminated by the entrance of the president or a vice president, or by the election of another chairman pro tem., which may be done by a majority vote.
The chairman sometimes calls a member to the chair and takes part in the debate. This should rarely be done, and nothing can justify it in a case where much feeling is shown and there is a liability to difficulty in preserving order. If the chairman has even the appearance of being a partisan, he loses much of his ability to control those who are on the opposite side of the question. There is nothing to justify the unfortunate habit some chairmen have of constantly speaking on questions before the assembly, even interrupting the member who has the floor. One who expects to take an active part in debate should never accept the chair, or at least should not resume the chair, after having made his speech, until after the pending question is disposed of. The presiding officer of a large assembly should never be chosen for any reason except his ability to preside.
The chairman should not only be familiar with parliamentary usage, and set the example of strict conformity thereto, but he should be a man of executive ability, capable of controlling men. He should set an example of courtesy, and should never forget that to control others it is necessary to control one's self. A nervous, excited chairman can scarcely fail to cause trouble in a meeting. No rules will take the place of tact and common sense on the part of the chairman. While usually he need not wait for motions of routine, or for a motion to be seconded when he knows it is favored by others, yet if this is objected to, it is safer instantly to require the forms of parliamentary law to be observed. By general consent many things can be done that will save much time [see 48], but where the assembly is very large, or is divided and contains members who are habitually raising points of order, the most expeditious and safe course is to enforce strictly all the rules and forms of parliamentary law. He should be specially careful after every motion is made and every vote is taken to announce the next business in order. Whenever an improper motion is made, instead of simply ruling it out of order, it is well for the chairman to suggest how the desired object can be accomplished. [See "Hints to Inexperienced Chairman" below.]
The by-laws sometimes state that the president shall appoint all committees. In such case the assembly may authorize committees, but cannot appoint or nominate them. The president, however, cannot appoint any committees except those authorized by the by-laws or by a vote of the assembly. Sometimes the by-laws make the president ex-officio a member of every committee. Where this is done he has the rights of other members of the committees but not the obligation to attend every committee meeting. [See 51.]
A chairman will often find himself perplexed with the difficulties attending his position, and in such cases he will do well to remember that parliamentary law was made for deliberative assemblies, and not the assemblies for parliamentary law. This is well expressed by a distinguished English writer on parliamentary law, thus: "The great purpose of all rules and forms is to subserve the will of the assembly rather than to restrain it; to facilitate, and not to obstruct, the expression of their deliberative sense."
Additional Duties of the President of an Organization, and the Vice Presidents. In addition to his duties as presiding officer, in many organizations the president has duties as an administrative or executive officer. Where this is desired, the by-laws should clearly set forth these duties, as they are outside of his duties as presiding officer of the assembly, and do not come within the scope of parliamentary law.
The same is true of vice presidents. Sometimes they have charge of different departments of work and they should be chosen with those duties in view as prescribed by the by-laws. It must not be forgotten that in the case of the absence of the president the first vice president must preside, and in case of the illness or resignation or death of the president that the first vice president becomes president for the unexpired term, unless the rules specify how vacancies shall be filled. In such case the second vice president becomes the first, and so on. It is a mistake to elect a vice president who is not competent to perform the duties of president.
Hints to Inexperienced Chairmen. While in the chair, have beside you your Constitution, By-laws, and Rules of Order, which should be studied until you are perfectly familiar with them. You cannot tell the moment you may need this knowledge. If a member asks what motion to make in order to attain a certain object, you should be able to tell him at once. [10.] You should memorize the list of ordinary motions arranged in their order of precedence, and should be able to refer to the Table of Rules so quickly that there will be no delay in deciding all points contained in it. Become familiar with the first ten sections of these Rules; they are simple, and will enable you more quickly to master parliamentary law. Read carefully sections 69-71, so as to become accustomed to the ordinary methods of conducting business in deliberative assemblies. Notice that there are different ways of doing the same thing, all of which are allowable.
You should know all the business to come regularly before the meeting, and call for it in its regular order. Have with you a list of members of all committees, to guide you in nominating new committees.
When a motion is made, do not recognize any member or allow any one to speak until the motion is seconded and you have stated the question; or, in case of there being no second and no response to your call for a second, until you have announced that fact; except in case of a main motion before it is seconded or stated some one rises and says he rises to move a reconsideration, or to call up the motion to reconsider, or to move to take a question from the table. In any of these cases you should recognize the interrupting member as entitled to the floor [3]. If you have made a mistake and assigned the floor to the wrong person, or recognized a motion that was not in order, correct the error as soon as your attention is called to it. So, when a vote is taken, announce the result and also what question, if any, is then pending, before recognizing any member that addresses the chair. Never wait for mere routine motions to be seconded, when you know no one objects to them. [See 8.]
If a member ignorantly makes an improper motion, do not rule it out of order, but courteously suggest the proper one. If it is moved "to lay the question on the table until 3 P.M.," as the motion is improper, ask if the intention is "to postpone the question to 3 P.M.;" if the answer is yes, then state that the question is on the postponement to that time. If it is moved simply "to postpone the question," without stating the time, do not rule it out of order, but ask the mover if he wishes "to postpone the question indefinitely" (which kills it), or "to lay it on the table" (which enables it to be taken up at any other time); then state the question in accordance with the motion he intended to make. So, if after a report has been presented and read, a member moves that "it be received," ask him if he means to move "its adoption" (or "acceptance," which is the same thing), as the report has been already received. No vote should be taken on receiving a report, which merely brings it before the assembly, and allows it to be read, unless some one objects to its reception.
The chairman of a committee usually has the most to say in reference to questions before the committee; but the chairman of an ordinary deliberative assembly, especially a large one, should, of all the members, have the least to say upon the merits of pending questions.
Never interrupt members while speaking, simply because you know more about the matter than they do; never get excited; never be unjust to the most troublesome member, or take advantage of his ignorance of parliamentary law, even though a temporary good is accomplished thereby.
Know all about parliamentary law, but do not try to show off your knowledge. Never be technical, or more strict than is absolutely necessary for the good of the meeting. Use your judgment; the assembly may be of such a nature through its ignorance of parliamentary usages and peaceable disposition, that a 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 liability to trouble, the only safe course is to require a strict observance of the rules.
The recording officer is called the Secretary, or Recording Secretary (where there is also a Corresponding Secretary), or Recorder, or Scribe. The secretary is the recording officer of the assembly and the custodian of it's records except such as are specifically assigned to others, as the treasurer's books. These records are open, however, to inspection by any member at reasonable times, and where a committee needs any records of an organization for the proper performance of its duties, they should be turned over to its chairman. The same principle applies in boards and committees, their records being accessible to members of the board or committee, as the case may be, but to no others.
In addition to keeping the records of the organization and the minutes of the meetings, it is the duty of the secretary to keep a register, or roll, of the members and to call the roll when required; to notify officers, committees, and delegates of their appointment, and to furnish committees with all papers referred to them, and delegates with credentials; and to sign with the president all orders on the treasurer authorized by the organization, unless otherwise specified in the by-laws. He should also keep one book in which the constitution, by-laws, rules of order, and standing rules should all be written, leaving every other page blank; and whenever an amendment is made to any of them, in addition to being recorded in the minutes it should be immediately entered on the page opposite to the article amended, with a reference, in red ink, to the date and page of the minutes where it is recorded.
In addition to the above duties, when there is only one secretary, it is his duty to send out proper notices of all called meetings, and of other meetings when necessary, and to conduct the correspondence of the society, except as otherwise provided. Where there is a Corresponding Secretary these duties devolve on him, as well as such others as are prescribed by the by-laws. The by-laws should always clearly define the additional duties of the corresponding secretary if any are to be imposed on him. When the word "secretary" is used it always refers to the recording secretary if there is more than one.
The secretary should, previous to each meeting, for the use of the chairman, make out an order of business [65], showing in their exact order what is necessarily to come before the assembly. He or she should also have, at each meeting, a list of all standing committees, and such special committees as are in existence at the time, as well as the by-laws of the organization and its minutes. Their desk should be near that of the chairman, and in the absence of the chairman (if there is no vice president present), when the hour for opening the session arrives, it is his duty to call the meeting to order, and to preside until the election of a chairman pro tem., which should take place immediately. He or she should keep a record of the proceedings, stating what was done and not what was said, unless it is to be published, and never making criticisms, favorable or otherwise, on anything said or done. This record, usually called the minutes, is kept as explained in the next section. When a committee is appointed, the secretary should hand the names of the committee, and all papers referred to it, to the chairman of the committee, or some other of its members. He should indorse on the reports of committees the date of their reception, and what further action was taken upon them, and preserve them among the records, for which he is responsible. It is not necessary to vote that a report be "placed on file," as that should be done without a vote, except in organizations that habitually keep no records except their minutes and papers ordered on file.
Minutes are important because they are the only surviving record of what was said and done at the meeting. Most importantly, they need to be informative and easy to navigate for whatever the reader needs to know six months from now. The minutes should contain a record of what is done, not what is said. Minutes do not contain interjected personal comments or someone's opinion about what has happened.
Simple organization of the facts and use of unpretentious language are the best attributes you can give your minutes. You want your minutes to be readable; you also must be precise in the information you give. The minutes provide the record of the action taken at the meeting, so they need to clearly memorialize the facts.
In the secretary's role follow the recommendations of the organization's parliamentary authority and the wishes of the organization itself in determining what should be contained in the minutes. If the secretary is recording minutes for a legislative body such as a city government, state codes may govern the content of the minutes.
If the minutes are published (as when the minutes of public meetings of governmental bodies are sent to all the members), the minutes should contain, in addition to the standard information, a list of speakers on each side of the question, with an abstract text of each address. Committee reports and the action taken on them are printed in full.
Write the minutes as soon as possible after the meeting while it is fresh in your mind.
The Structure of the Minutes
It is clearly helpful for the secretary to have thorough knowledge of parliamentary procedure. If the secretary does not understand the ranking of motions or other key procedures, the minutes will not be accurate. All adopted secondary motions as an example; subsidiary, privileged, and incidental, must be recorded in the minutes. A secretary who has a thorough knowledge of parliamentary procedure can prove a great help to the presiding officer when there is no parliamentarian present. The following sections explain the contents of each part of the minutes.
The Opening Paragraph
The first paragraph should include the following information:
The kind of meeting (e.g. regular, special, annual, adjourned regular, adjourned special)
The name of the organization
The date, time, and location of the meeting when not at a single standard location
A statement confirming that your organization's regular presiding officer and secretary are present (or giving the names of the persons substituting for them)
The roll call (if required by the rules of order): those who are present and those absent. In board minutes, naming those present and those absent is always a good idea.
A mention of whether the previous meeting's minutes were read and approved (and the date of that meeting, if it was not a regular meeting)
Corrections to minutes are noted in the minutes being corrected; they are not detailed in the minutes of the meeting at which the corrections were adopted. The minutes of the meeting at which corrections were made should merely state that minutes of the previous meeting were approved as corrected.
The Body Of The Minutes
The following items are included in the body of the minutes, with or without headings:
Reports of officers and committees: The fact that the reports of officers, boards, and standing and special committees were given, and what action was taken, if any. Occassionally, secretaries will include a brief summary of the committee reports, if they give information about the year's work. Some minutes give the entire treasurer's report, and some just give beginning and ending balances. Members should decide how much of the treasurer's report they want in the minutes. If the members receive a copy of the treasurer's report, perhaps only the beginning balance, total income, total expenditures, and the ending balance need to go into the minutes.
Election of officers: When nominations and elections are being recorded, the names presented by the nominating committee are recorded first, and then the names of those nominated from the floor. In reporting the vote, the secretary includes the ballot counters committee report - a record of all the candidates and how many votes each received - in the minutes. The chair's declaration of each member elected is then recorded. The number of votes each nominee received is also recorded in the minutes, as well as a statement of the term of office.
Unfinished business: The minutes should include unfinished business only if there was unfinished business on the agenda. The minutes should state what action was taken on business that carried over from the previous meeting.
New Business:
All main motions (except ones that are withdrawn), along with the name of the member making the motion (though not the name of the person who seconded the motion).
The final wording of all main motions (with amendments incorporated) and all motions that bring a question back before the assembly. Also, what happened to each motion - whether it was adopted, lost, or temporarily disposed of. If a motion was withdrawn, it is not recorded. If a motion has been postponed to another meeting and then withdrawn, note this fact in the minutes so that there is some record of the disposition of the motion.
Secondary motions not lost or withdrawn, where necessary for clarity (example motions include Recess, Fix Time to Which to Adjourn, Suspend the Rules, Postpone to a Particular Time, Ballot Vote Ordered, and so on). Allude to the adoption of secondary motions by saying, "A ballot vote having been ordered, the ballot counters . . . ."
The results of any form of vote as noted below. The votes on each side should be recorded in the minutes. The votes however are not recorded if the organization has a rule or tradition that they are not. If a roll call vote is taken, record the names of those voting on each side and those answering "present."
Counted vote.
Roll-call vote.
Ballot vote.
Program and announcements: The following items are grouped together in separate paragraphs and come at the end of the minutes:
Speaker: The name of the guest speaker and the subject of the presentation, if there is an identifiable one. Make no effort to summarize points given by the speaker.
Previous notice: All previous notice of motions and their content. If someone, for example, gives previous notice to rescind or amend a previous action, the minutes should record that "Member X gave previous notice that, at the next meeting, she will rescind . . . (include here the approximate wording of what the member proposes to rescind)."
Announcements: Any important announcements, such as the chair announces that the time and the location of the next meeting will differ from the norm.
The fact that an assembly went into a committee of the whole or quasi committee of the whole, and the committee's report.
All points of order and appeals and their subsequent dispositions, with reasons given by the chair for the ruling. (Rulings often establish precedent, so a careful record here is important.)
When a question is considered informally, the same information should be recorded as in regular rules. Informality is permitted only in allowing additional opportunities to debate.
The full text of any report that the assembly orders to be entered into the minutes. This situation does not happen often because a reference to a written report is usually sufficient for the record.
If a motion was laid on the table and not taken from the table at the same meeting, record this fact in the minutes. Also, the motions to postpone and refer to a committee should be included in the minutes, if they were adopted.
Note: When an assembly adopts a motion that is of a continuing nature (for example, changing the time of the meeting, buying plaques for outgoing officers, giving money to an organization on a yearly basis, or setting a functional event at a certain time), such motions should also be recorded in a notebook of standing rules. These motions are ongoing and can be rescinded or amended only by previous notice and a majority vote, or by a two-thirds vote without notice. They are easier to find if kept in a separate document because the secretary does not have to go through all the minutes to find the original motion. These motions are numbered when put in the standing rules.
Adjournment And Signng The Minutes
The last paragraph of the minutes contains the hour of adjournment. The last item on the minutes is the signature and title of the person who took the minutes, usually the secretary. The president may also sign if that is customary or desired by the organization.
Approving And The Correction Of Minutes
The minutes of one meeting are normally approved at the next regular meeting, following the call to order and opening ceremonies.
The minutes are usually approved by general consent, and they can be approved as read or as corrected. Minutes may be corrected whenever an error is found, regardless of the time that has elapsed. To correct the minutes after they have been approved requires a two-thirds vote, unless previous notice has been given.
If the meeting is an adjourned meeting, you approve the minutes of your previous meeting (the meeting that established the adjourned meeting) before taking up business where you left off in that meeting. Also, the minutes of the adjourned meeting need to be approved at the next adjourned or regular meeting.
Minutes drafted ahead of time are not the official minutes until the members approve them. As changes may be made in the minutes before they are approved, it is good practice for the secretary to note somewhere on the distribution copy that it is a "draft for approval."
Nothing is ever erased from the minutes. When material is to be officially removed, a line is drawn through those specific words rather than actually eradicating them. Crossed out material should still be readable. When minutes are approved, the secretary annotates the original file copy with any corrections in the margin or regenerates the minutes to include the corrections.
The secretary then writes "Approved" on the minutes and adds both their initials and the date to the record. Alternatively, a line can be provided at the bottom of the page that says "Approval Date."
Finalized Form of the Minutes
In this day of the computer, few secretaries today write the minutes by hand in a bound ledger book with numbered pages. Care and a certain discipline need to be observed to maintain the sequence and integrity in the descriptive records of what has transpired at meetings.
One technique is to divide each subject into separate paragraphs. Parliamentarians recommend putting headings at the top of each new paragraph. Examples would include "Reports of Officers and Committees," "Reports," "Unfinished Business," or "New Business,". Some secretaries leave a wide margin and then put a short summary of the paragraph in the margin. Doing this enables those looking at the minutes months or years later to easily find the item for which they are searching. However you choose to construct the minutes, be consistent.
Carefully reviewing minutes for accuracy, spelling, and grammar before putting them in their final form is always a good idea.
This officer is usually salaried, giving up all his time to the work as executive officer, or general manager, of an organization under a board of managers and an executive committee [50]. In some organizations this officer is called Corresponding Secretary, but the title of corresponding secretary does not carry with it any duty except that of conducting the correspondence of the organization as explained in 59:3, unless it is prescribed by the by-laws. The office of the executive secretary is usually the only office of the organization, and there the Executive Committee meets and transacts its business.
The board of managers in such cases is usually large and so scattered as never to have regular meetings more often than quarterly. When the organization is a national one it usually meets just before the annual convention, when it hears the annual report, prepared by the executive secretary and previously adopted by the executive committee, and acts upon it. The new board meets immediately after the convention, and organizes, elects an executive committee and an executive secretary, when so authorized by the by-laws, and decides upon the general policy for the year, leaving the details to the executive committee and the executive secretary. The board rarely meets more often than once or twice in addition to the meetings in connection with the annual meeting, special meetings, however, being called, when required, as provided by its by-laws.
In some organizations the executive secretary is elected by the convention. He or she is usually ex-officio secretary of the executive committee. The members of the executive committee giving their time gratuitously, it is the duty of the executive secretary to prepare for the committee all business that has not been assigned to others, and to see that all its instructions are carried out. He or she is expected to recommend plans of work and conduct the business generally, under the executive committee, and prepare the annual report, which, after being adopted by the executive committee, should be adopted by the board, whose report it is, and then be submitted to the convention.
The duties of this officer vary in different organizations. In probably the majority of cases he acts as a banker, merely holding the funds deposited with him and paying them out on the order of the organization signed by the president and the secretary. He is always required to make an annual report, and in many organizations he also makes a quarterly report which may be in the form given below. If the organization has auditors the report should be handed to them, with the vouchers, in time to be audited before the meeting. The auditors having certified to its correctness, submit their report, and the chair puts the question on adopting it, which has the effect of approving the treasurer's report, and relieving him from responsibility in case of loss of vouchers, except in case of fraud. If there are no auditors the report when made should be referred to an auditing committee, who should report on it later.
It should always be remembered that the financial report is made for the information of members. The details of dates and separate payments for the same object are a hindrance to its being understood, and are useless, as it is the duty of the auditing committee to examine into details and see if the report is correct. The best form for these financial reports depends upon the kind of society, and is best determined by examining those made in similar organizations. The following brief report is in a form adapted to many organizations where the financial work is a very subordinate part of their work:
Report Of The Treasurer Of The M. L. Association
For The Quarter Ending
March 31, 2014.
Receipts.
Balance on hand January 1, 2014.... $525.75
Initiation fees ................... $500.00
Members' dues ..................... 650.00
Fines ............................. 60.50 $1210.50
Total ........................ $1736.25
Expenses.
Rent of Hall.........................$680.00
Electricity ......................... 82.00
Stationery and Printing.............. 25.00
Repair of Furniture.................. 50.00
Janitor ............................. 160.00 $997.00
Balance on hand March 31, 2014..... $739.25
Total............................ $1736.25
Samantha Miles,
Treasurer
Examined and found correct.
Robert Vogel }
Jose Vasquez } Auditing Committee.
Westside Toastmasters on Meetup