Officer’s and Board Member's Manual for State and Special Interest Affiliates
Compiled, written, and edited by: Ardis Bazyn Member of ACB Membership Committee
Thank you to all of the ACB members who gave valuable input -- Ardis Bazyn
TABLE OF CONTENTS
2. PROCEDURES DURING BOARD MEETINGS
3. BETWEEN MEETINGS
4. APPOINTING COMMITTEES
5. PLANNING CONVENTIONS
6. DUTIES DURING SPECIAL INTEREST CONVENTIONS
7. DUTIES DURING STATE CONVENTIONS
9. PERMANENT RECORDS
10. OPENING CHECKING ACCOUNTS
11. GENERAL FINANCIAL GUIDELINES
12. MAINTAINING CHECKING ACCOUNTS
13. BUDGETING PROCESS
14. SAVINGS AND INVESTMENTS
15. FINANCIAL REPORTS
17. MEMBERSHIP LISTS
18. MAILING LISTS
19. AFFILIATES WITH OFFICES
20. FEDERAL TAX FILINGS
21. STATE TAX REQUIREMENTS
22. FILING INCORPORATION PAPERS
23. PUBLIC RELATIONS
25. SOME MAJOR COMMITTEE GUIDELINES
26. CONFLICT OF INTEREST AND CONFIDENTIALITY CLAUSES
27. SIMPLIFIED ROBERT'S RULES OF PARLIAMENTARY PROCEDURE
This manual was written to assist state and special interest affiliate officers and board members. This compilation of all officer manuals is meant to assist all affiliate board members with procedures that would be beneficial for the organization. It should help make transition from one office to another easier. All affiliates operate in different ways but these guidelines should pertain to all. Obviously, not all officers and board members have the same capabilities and these are not meant to discourage any current officers or board members. However, this manual is meant to provide some guidelines that should benefit each affiliate.
This manual contains the normal president's duties and duties for other officers. Duties are a shared responsibility of the leadership of an affiliate. This manual gives procedures to follow when conducting meetings. There is a section briefly describing the most important "Roberts' Rules of Order". Information about appointing committees and outlines of duties for these committees is included. Often an officer or board member’s responsibility is to direct and participate in committee activity. Sections also explain how the president and the treasurer work together to open, maintain, and balance checking accounts. Explanations will be helpful if any of the officers or board members would have to take over at some future point. Secretary's reports, treasurer's reports, and requirements for those positions at meetings are covered. The president works with these two officers much of the time. Maintaining the membership and mailing lists are covered thoroughly since each affiliate has different people in charge of these lists.
Finally, tax filings, incorporation filings, and other information about possible documents are discussed.
PROCEDURES DURING BOARD MEETINGS
NOTE: These guidelines can be followed for regular meetings, conference calls, and pre-convention or post-convention board meetings. (See section on "SIMPLIFIED ROBERT'S RULES")
1. The president should make sure the secretary has a tape recorder ready to tape all board meetings. The vice president should be prepared to lead any meeting if the president is sick, late, or if the president wishes to speak on a given topic during a meeting. The secretary can take notes in whatever form is preferred: Braille, computer, or handwriting. If the secretary is using both the tapes and the notes, it will make certain that all wordings can be verified for the motions and other actions taken by consensus.
2. The secretary should list the official time any meeting starts, the date, and the place of the meeting.
3. After the president calls the meeting to order, the secretary should be asked to call the roll. The secretary must be prepared to call the names of all the board members and record names of those present. This is important when votes are taken. Also, the president must know if a quorum is present before starting the meeting. A quorum must be present for any major action to be taken.
4. The president should next ask if anyone has anything to add to the agenda that had been prepared and sent to board members prior to the meeting. The president should have these sent in advance and also have them available at the meeting itself. If this meeting is a conference call, the president should have the agenda sent at least ten days before the call. The president should read the agenda on the call or have the secretary read the agenda. If additions are requested, the president should suggest a time on the agenda to add these items. The president then presents the next topic on the agenda (usually the minutes of the prior meeting).
5. The president should ask the secretary to read the previous meeting's minutes. For many affiliates, the reading is waived and the president may just ask for additions or corrections to the previously sent minutes.
6. The president should then say the minutes will be filed with corrections. If the group prefers, a motion to approve the minutes can be requested. When someone moves the approval, the president asks for a second. After the second, the president asks for approval from the board. After asking for an aye or nay, the president determines the fate of the motion. If a motion seems to be a tie vote, a roll call vote must be taken. (This is the procedure for all motions made.) If the president or a board member requests a roll call, the secretary reads the role and asks each board member for their vote. When all have been recorded, the totals are presented. In the case of a tie vote, the president may break the tie. If a vote is tie and the president wishes to take no action, the motion fails.
7. During the rest of the meeting, the secretary must be prepared to record any motions (in a chronological order) that are made, to call the roll for a roll call vote, and to record any actions that are taken by consensus. When motions are made, the name of the person making the motion is usually noted. Any policy decisions made by consensus must be recorded. Minutes should be as brief as possible. When discussion occurs, it is not necessary for the secretary to explain the details. A comment stating that a "discussion followed" is generally sufficient. Events and dates decided upon would be considered actions by consensus.
8. Everyone must understand all the motions voted on. The president or secretary should ask for them to be repeated if necessary. The records need to be clear and accurate for future reference.
9. The president should instruct the secretary to record only the main essentials of the treasurer's report. Also, the president should request the treasurer to give a copy of the report to the secretary for the permanent record. These may be needed in the future if questions develop. For example, if the treasurer's next report is disputed. Amounts may be checked against previous closing balances.
10. At the end of the meeting, the time the meeting was adjourned should be recorded.
11. An important guest should be noted if this would be useful in the future.
1. Following each board meeting, the president should ask the secretary to read the notes carefully to see if they are clear. The tape recordings can be helpful if there are any questions. If questions arise soon, it is easier to get a consensus among board members present at the meeting about any discrepancy.
2. The president may ask for a copy of the minutes in order to respond to any necessary business. Most presidents write their own notes but some do not. The president may ask the vice president to keep a copy of activities which need to take place between meetings. It is best if the president delegates some responsibilities to the vice president(s) to facilitate everything getting finished in a timely manner. It is also prudent for the president to work with the vice president as a mentor so if the time comes for that person to have the full responsibility of the president, they are more comfortable with the position.
3. A copy of the minutes may be printed in the organization newsletter. Since most of these are in alternative format, it may be easier for a small affiliate to get information out this way. Some affiliates prefer this way of communicating minutes because there is less chance of members getting incorrect information about what transpired at board meetings. This is also a way for all members to know what is happening in the affiliate since they may not have the opportunity to attend many board meetings. This may not be possible for larger affiliates who cover more business, but a summary could be provided to the newsletter.
4. The president must instruct the secretary to send notices to board members about the upcoming board meetings. Some presidents send the notices themselves.
5. The president should remind the secretary a month before the next meeting that copies of the minutes should be sent to all board members in alternative formats (i.e. email, Braille, audio, or large print).
6. The president needs to communicate with officers, board members, and committee chairs in between meetings to make sure the on-going activities are proceeding as they should. The president should request reports on committees as necessary and should require important information to be sent to the newsletter for publication.
7. The president should also keep in contact with chapter presidents. If the president has email, a message can be sent periodically to each president to keep a connection between the affiliate and chapter members. If the president does not have email, he/she can contact members by phone or letter. The president can delegate this communication link to the vice president(s) or other board members.
8. The president needs to write a message for the affiliate newsletter each time it goes to print. Most newsletter editors establish regular deadlines. This is another connection between chapter members and the affiliate.
9. Periodically, at least once a year, a fund-raising letter should be written to members and friends. This can be a communication mechanism as well as a fund-raising letter that allows those on the mailing list to know of current activities as well as requesting funds.
10. The president should request the secretary to send information in a timely manner to local presidents regarding special days celebrated or recognized. Examples include: "Braille Literacy Week" and "White Cane Safety Day". Local chapters should be encouraged to have special activities for these special days. The state affiliate presidents should also try to have the governor in the state sign a proclamation for these two special times. Contact the governor's office in plenty of time in order to get important publicity this activity can generate.
11. The president should recommend seminars for leadership or membership development from time to time.
12. The president will encounter difficult people occasionally and receive many complaints. A president should listen carefully to all complaints and suggestions and use tact and good judgment when handling them. Often, the person bringing the concern to the president will simply want a sympathetic response. If further follow-up is necessary, a president may consult with the vice president(s) or other officers or board members for further input.
1. The president needs to appoint all committee chairpersons. Sometimes presidents appoint the whole committee or may give part or all of this responsibility to the vice president(s). Sometimes presidents ask the chair to appoint the rest of the committee with the approval of the president or vice president. Usually, the chair has some input as to who the members of the committee should be.
2. Standing committees are the committees that regularly function. These are sometimes listed in the constitution and bylaws of the organization. Some examples are: Membership, Fund-raising, Credentials, Budget, Constitution and Bylaws, Resolutions, Publications, etc. It is important for the president to know what committees are required. Some standing committees are required by motion of the board of directors or by the convention.
3. Presidents appoint ad hoc committees after a request from the board of directors, a motion at a convention, or a resolution passed by the convention.
4. Standing committees are on-going committees while most ad hoc committees have a limited term. Sometimes the term is specified in the original board motion, convention motion, or resolution. Other times the committee simply continues until the specific tasks identified are finished.
5. The president or vice president(s) needs to instruct the chairs of committees on the duties of the committee and what is expected of the members of each committee.
6. The following suggestions to the chairs would be appropriate. The chair should tell all committee members to give feedback rather than expecting the chair to have all the ideas. Each committee should write a list of specific goals and objectives for the year. A list of proposed strategies to use to attain the goals written should be decided. If any funding is necessary to complete committee tasks, the chair should present these requests to the President or the Budget Committee. Each committee member should be assigned a specific task or responsibility for some aspect of the committee work. There should be a specific time frame given for each task so that the progress of activities can be checked. The chair should be prepared to ask if any problem or concern developed which caused a particular task to be delayed and if they need a different assignment for some reason. Committee members should be encouraged to come to the chair so the chair need not ask over and over again. The chair must prepare any necessary reports for the president or the board. The chair must check with members of the committee to make sure the committee goals are completed on time.
7. The president is an ex-official member of all committees and may be as involved in them as is suitable for that committee. The president can assign this duty to a vice president or board member as appropriate.
1. The president needs to appoint committees to plan the annual or biannual convention. Here again, the president may delegate this responsibility to the vice president(s). The president also needs to either visit prospective future hotels or ask a committee to do this.
2. After the president or a committee has located a few hotels with decent rates and amenities, the board of directors should decide which one is most feasible. If the president does not have time to research several hotels, a committee should be recommended. Members get dissatisfied if choices are not available. Also, rates are usually higher if there is no obvious competition. After a board decision is made, a contract should be signed as soon as possible with the chosen hotel. Most hotels give a time-line for that particular rate.
3. Typical convention committees include: program committee, resolutions committee, constitution and by-laws committee, awards committee (if your affiliate has awards), scholarship committee (if one), decorating committee (if there is a luncheon or banquet), and people to handle registration, microphones and recording of programs, and other services.
4. The president or designee needs to keep in touch with the convention hotel as time passes to make sure no problems have arisen. Also, meal functions will need to be planned in time to let members know prices early.
5. Once committees have been appointed, the president needs to check on their progress from time to time.
6. Pre-registration forms make it easier to plan ahead for convention space and meal functions. Some affiliates offer a discount to members who register in advance of the convention. Pre-registration also makes it easier for those handling the registration table.
DUTIES DURING SPECIAL INTEREST CONVENTIONS
1. Special interest affiliates have different practices concerning who opens the convention. In many, the president presides and introduces different program presenters. In others, the program chair will open the session. If banquets or luncheons are part of the activities, an M.C. often leads this part. In most cases, however, the president does welcome the participants and introduces the person moderating at the sessions.
2. In a few special interest affiliates, the roll call of states is recorded at the annual convention. The president should remind the secretary to register each chapter delegate, alternate delegate, and the delegate for the nominating committee. The president appoints the chair of the nominating committee. If the affiliate is small and does not have a company audit the records each year, the president should also appoint an auditing committee to check the records.
3. For these same affiliates the president should make sure the secretary will be present at the nominating committee long enough to make sure that the correct delegates are present. After this takes place, the chair of the nominating committee takes over.
4. When elections take place, the president will ask the chair of the nominating committee to read the nominations chosen in that committee. After the names are presented, the president will preside. If the president is up for re-election, he will let the vice president handle that position. When the president reads the position and the name from the nominating committee, the membership will be asked for any nominations they wish to present. He will say, (Are there any nominations from the floor?" After each request for nominations, this question will be repeated until the request has been made three times without any response. At this time, someone must make a motion to close nominations and a vote can take place. This motion must have a second and a vote taken. If there are no nominations from the floor, someone may make a motion to move that nominations cease and the person be accepted by acclamation. This motion must be seconded and a vote taken.
5. The chair of the Resolutions Committee presents the resolutions and the chair of the Constitution and By-laws Committee presents those possible changes to the membership.
6. The president should make sure the secretary takes convention minutes which usually consist of motions made on the floor, election results, Constitution and Bylaw changes passed, and resolutions passed.
7. A copy of the convention program will usually suffice for the other parts of the convention.
8. For the affiliates that do have state chapters, a roll call vote may be taken at any time during the convention.
9. During the business meeting, the president may have the previous year's minutes read. This depends on the affiliate and if the membership wants this information. The membership may make a motion to waive this reading.
10. The president needs to make sure the board has chosen a delegate, alternate delegate, and nominating committee member to serve at the ACB convention. When voting occurs at the ACB convention, any member can help the delegate make decisions on how the affiliate should vote unless a decision was previously discussed during the business meeting.
DUTIES DURING STATE CONVENTIONS
1. The president or designee usually presides at all program sessions for the convention. If a banquet or luncheon is planned, sometimes an M.C will introduce guests.
2. The president must appoint an auditing committee if the affiliate does not have a company audit the records each year. He must also appoint a chair for the nominating committee. Some presidents also choose the members of the nominating committee and other affiliates vote on the members of the committee. In affiliates where there are chapters, the nominating committee may consist of a member from each chapter. The president should read the current Constitution and By-laws to understand the procedure followed in that state.
3. The membership must vote on the delegate to the ACB convention. Usually, the president is the delegate, but if that person is unable to attend, another choice may be made by the membership. The alternate delegate is often chosen by the delegate but sometimes the affiliate chooses both.
4. When elections take place, the president will ask the chair of that committee to read the nominations voted on in that committee. After the names are presented, the president will preside. If the president is up for re-election, he will ask the vice president to take over for that position. When the president reads the position and the name from the nominating committee, the membership will be asked for any nominations they wish to present. He will say, (Are there any nominations from the floor?" After each request for nominations, this question will be repeated until the request has been made three times without any response. At this time, someone must make a motion to close nominations and a vote can take place. This motion must have a second and a vote taken. If there are no nominations from the floor, someone may make a motion to move that nominations cease and the person be accepted by acclamation. This motion must be seconded and a vote taken.
5. The president must be sure the secretary or designee is prepared to record any motions made at the convention.
6. The resolutions chair presents resolutions. All resolutions must be recorded (usually by the secretary) for use later.
7. The Constitution and By-laws chair presents the possible changes in the Constitution and By-laws.
8. The president should ask if the secretary is prepared to read the previous year's minutes if required to do so during the business session. Some affiliates do not do this at all. Others make a motion to waive it.
9. A copy of the program should be kept which will serve as minutes of the rest of the convention.
1. Letterhead stationery should be used for all correspondence. This shows more credibility especially when writing fund-raising letters.
2. Correspondence is handled differently in each affiliate. It is important to determine who handles what correspondence as soon as an officer takes over a new position.
3. If your affiliate has a corresponding secretary, the correspondence is usually handled by that person.
4. Some affiliates have the secretary do most of the correspondence unless the president chooses to take care of it. This may be determined by the amount of time each person has available or it may depend on what writing skills each person has. If the affiliate has an office, the office staff may handle correspondence.
5. Even though the secretary usually handles sending resolutions to the proper parties noted on the resolution, the president should ask the secretary when this will be finished. If no specifics are written on the resolution the president should direct the secretary what to do in each case.
6. Many affiliates designate chairs of different committees to do their own correspondence. The president should make sure the correspondence is handled in a timely manner. Due to the broad range of limitations or capabilities, correspondence assignments may change depending on the chairs of committees.
1. The president should know whether the secretary keeps on file the copies of the Constitution and Bylaws.
2. If your affiliate has a special seal, the secretary needs to keep this unless someone else handles most of the correspondence.
3. The president should make sure all official minutes are kept for a minimum of 5 years. It is helpful if these are kept permanently for the history of the organization.
4. All motions should be kept on file for reference in the future. It is easier if your affiliate has a separate file of motions by date rather than having to look through all your minutes to find a prior motion.
5. A file of resolutions is necessary for future reference. It is helpful to retain these in a separate file. Categorizing can be helpful. However, keep the categories broad or future officers may have troubles finding the right ones. An index takes time to create.
6. Resolutions and motions are often used for forming policy decisions so it is very important to retain these longer than five years.
7. A list of current chapters in a state affiliate or state affiliates in a special interest affiliate should be recorded by the secretary as well as the current list of officers. The president should also have copies of these.
OPENING CHECKING ACCOUNTS
Even though the treasurer usually opens an account with the president, it is helpful for all board members to know the process for future reference.
1. A federal tax identification number is necessary before opening a checking account. If the affiliate does not have a federal identification number, the bank will use the Social Security number of the president and treasurer or whoever opens the account. This would cause the bank to list that person as having earned the interest for that account.
2. To receive a tax identification number, an application must be filed with the Internal Revenue Service. This only requires filling out a form listing the current officers of the organization and their signatures. You can also have your president call the IRS to get a Federal ID number.
3. Each checking and savings account should have at least two signatures. Usually the president and the treasurer are the two signers, although this is sometimes based on where the signers live. Emergency situations may come up where the second signature may be needed.
4. An account should only be opened or closed with the permission of the president or the board of directors.
5. When looking for a different bank to open any checking Account, all charges should be thoroughly investigated. Some banks charge for each check written and each deposit made. Some charge a monthly service charge. Some allow the account to earn interest if the account maintains a certain average balance, but will charge a fee if not maintaining that balance. Some have neither service charge nor interest if the account maintains a minimum balance. Some banks allow accounts with no service charge for nonprofit organizations.
GENERAL FINANCIAL GUIDELINES
1. All treasurers should be bonded for an amount established by the board of directors. Bonding the treasurer will keep affiliates from incurring any losses due to errors or improper disbursement of funds. Some affiliates also bond the president as the second signature on the account. Bonding companies can vary greatly in their charges. It is advisable to check with other nonprofit organizations in the local area to determine which would best serve the needs of the affiliate. (NOTE: If asking a bonding company to cover losses, it will require the organization to file charges against the responsible party if theft has occurred.)
2. No withdrawals, disbursement, transfers, or investments should be made without the direction or approval of the president or the board of directors.
3. Some special interest affiliates have a fiscal year starting on July 1 and ending on June 30. This is because their business meeting might be used for planning the yearly budget. Others may use the membership deadline to start the next fiscal year. State affiliates are generally based on the calendar year (January 1 to December 31). Those affiliates who use the July 1 to June 30 or the membership deadline as the beginning of the fiscal year for their accounting should contemplate changing to the calendar year. It is much easier when calculating figures for tax forms that have to be filed. However, the affiliate must decide which is the most efficient for their needs. There are sometimes federal grants that ask for earnings based on the federal year which is from October 1 to September 30.
MAINTAINING CHECKING ACCOUNTS
1. Records of checks and deposits need to be kept clear and accurate. This will make it easier for an audit to occur without any problems, and it will facilitate the changing of positions at a later date.
2. Each bill needs to be filed so that there is a receipt for each check written. It is helpful to write the check number on each bill paid to make it easier to check later.
3. Any check written needs to be approved by the president or the board of directors. Some affiliates require written approval while others just accept oral or email approval. New presidents should ask about past requirements.
4. If possible, a note should be written on the check memo stating the purpose of the check. This may eliminate confusion if more than one check has been written to the same party.
5. Each month a bank statement will be sent to the treasurer. Each check and deposit should be verified on the check register to be sure that all figures are correct.
6. Check charges and bank charges need to be deducted or interest that may accrue needs to be added to the register.
7. The balance on the check register must agree with the balance on the statement after adding additional deposits and interest to the register amount and subtracting any additional checks and charges from the statement.
8. It WILL be easier to understand the types of expenses if these records are categorized on a spread sheet
9. Some affiliates would rather use a ledger as a second way to verify the check registers. The ledger can also categorize expenditures. This would allow longer explanations to be noted.
10. If your affiliate uses either a ledger or a spreadsheet, the totals should always agree with the check register.
1. A few affiliates have the president present the budget for approval. However, most affiliates have the treasurer draw up the budget while others have a finance or budget committee. In most cases, however, the treasurer has to gather the data from the year before.
2. It is easiest to get the figures of expenses and contributions or earnings from the previous year and delete old expenses and add in new expenses in order to prepare the most precise budget.
3. It is beneficial to get input from committee chairs to get possible expenses for the next year if there will be any.
4. Most affiliates do not have any special rules about spending over the budget limit. Most have the board initially approve the budget. The affiliate constitution and bylaws should be consulted to make sure that no special instructions have been provided.
5. A budget guides the treasurer in paying bills. If the budget for expenses is close to the limit, the treasurer should consult the president about the proper procedure.
6. The board of directors should be consulted when a large expenditure is presented that was not on the original budget.
SAVINGS AND INVESTMENTS
1. No savings and investments should be made without the approval of the president or the board of directors. The by-laws of your affiliate may have special rules concerning these types of accounts.
2. Sufficient funds should be kept in the checking account to minimize bank charges. Some banks offer interest or no fees if the balance remains high enough. This advantage should be weighed against the interest that same amount would earn in a savings account.
3. Some treasurers are given the approval to withdraw the interest from a savings account as needed for the checking account. The president should make sure a new treasurer understands the current policies when starting a position so no controversy arises later.
4. Some affiliates allow the treasurer to add to the savings whenever the balance reaches a set amount as long as it is reported to the president and the board of directors. Other affiliates make those recommendations when the treasurer gives the report at a board meeting.
1. The treasurer’s report consists of the beginning balance, a list of expenses (in categories), and a list of income in categories such as donations and fund-raising activities.
2. This is generally a summary, but the treasurer must be prepared to answer questions about any particular amount.
3. A report is usually given at each regular board meeting and convention business meeting.
4. Each treasurer should send out a copy of the report before the next board meeting in an alternative format (i.e. email, Braille, audio recording, or large print).
5. The treasurer may prefer to send a copy of the report to the newsletter editor for publication so it is in an alternative format and for members to read. This is easier for many smaller affiliates.
1. When the president appoints the fund-raising committee, usually the treasurer is one of the members serving on it. The treasurer is responsible for keeping track of all funds.
2. If using a professional fund-raiser, a separate account must be created since expenses must come out before the money can be considered as the affiliates' to use.
3. Some fund-raising income can be kept in the checking account, but should be clearly designated when deposited, so later it can be determined if a particular fund-raiser is worth attempting again, i.e. products expenses versus sales receipts.
4. As noted under the mailing list, donors from fund-raising letters should be designated. Usually, these donors are willing to donate again in the future.
5. Fund-raising often needs to be encouraged by the president and the treasurer since these officers know how much money is needed.
1. Membership lists should be kept accurate and as up to date as possible.
2. Each entry should contain the members name, address, email address, and phone number. Other information may be important for special interest affiliates.
3. Each entry should also give the choice of format for both the Affiliates Newsletter and the Braille Forum.
4. Each entry should tell the mailing status such as blind or sighted. Some affiliates may prefer to designate blind, visually impaired, or sighted. The U.S. Post Office regulations E040.4.0 through E040.4.2 pertain to mail sent without postage. These require that mail sent without postage meet certain requirements. First, the person sent the mail must be unable to read regular print (blind or physically handicapped). Paper, Braille, records, cassette tapes, audio cds, or other material for the production of reading matter is allowed. The size of the type must be 14 point or larger to be eligible. The envelopes must be left unsealed and must contain the words "Free Matter for the Blind or Handicapped" on the upper right corner of the addressed side.
5. It would be helpful for membership retention to designate whether a member is a new member or a renewal. With this designation it would be easier to check if prior members have renewed. This would allow affiliates to call members to ask why they have not renewed. It would also help if reminder letters are sent to members not responding with dues after a certain date. It also will help insure that new members are added to the lists going to the national office for both membership dues and the Braille Forum.
6. The ACB office sends out a membership list each year to check against the current list and affiliates will have to add any new members to that ACB list. The deadline for ACB is March 15. Each affiliate has its own membership deadline.
7. The treasurer must be sure to provide the information to all who handle the membership lists after receiving each member's dues. This needs to be forwarded throughout the year as any dues are received.
8. It may be easier to change information and retrieve information if you use computer software. They include: Word Perfect, Microsoft Access, Excel, Lotus D Base, Access, Microsoft Works, or Microsoft Word. If you are using a print or Braille list, it will be easier if it is in alphabetical order.
1. Some affiliates combine their mailing list and membership list and just designate which names are members. This may depend on which method the affiliate uses for its records: computer software program, print, or Braille.
2. Mailing lists need to contain the name, address, email address, and phone number of each person on the list. Phone numbers and email addresses are helpful if a copy of a mailing comes back without a postal stamp marking the status. Sometimes those stamps are not correct and should be verified. Some mailings have come back marked deceased and the person was found to be very much alive.
3. Mailing lists should be checked periodically to make sure those are kept up to date.
4. Mailing lists need to contain postal information to indicate whether those can be sent free matter or not. It is the affiliate's choice whether it just lists sighted or blind categories or whether it has visually impaired as a third option. (Explanations of the Free Matter qualifications are listed under the Membership Lists.)
5. If this mailing list is used for fund-raising it may be helpful to note when the person has made a donation. Sometimes this is an indicator of interest in making donations in the future.
AFFILIATES WITH OFFICES
1. Offices can be used for permanent storage. This is a special benefit since officers change often and records can be lost.
2. Many offices have the equipment for transcribing minutes and treasurer’s reports in alternative format for board members. However, the secretary and treasurer must get the information to the office in a timely manner to allow enough time for reports to be produced.
3. The office will often file resolutions for the affiliate. The secretary must make sure that the office receives these.
4. The secretary will have to separate the motions from the rest of the minutes if the office has a file for them. If the office does not currently have a separate file for motions, this practice might be encouraged. It will save time when looking for a particular motion later. The office might be the one asked to look through the minutes in the future otherwise.
5. If offices do the accounting for the affiliate, it is important to have a viable check and balance system. This will allow the treasurer to easily follow what has transpired. The president needs to approve what checks are written by the accountant. The treasurer will be the one responsible for signing the checks and must understand what the accountant is working on. It is important for the treasurer to verify the amounts of checks before signing them. This also makes it easier in the future when an audit occurs.
6. Most offices only handle tax filing when an accountant does the bookkeeping (tax information listed under "Federal Tax Filings" and "State Tax Filings"). The office will usually store All-important documents such as incorporation papers, papers declaring the tax exempt status (501 C 3), the Constitution and By-laws, and any other papers necessary for the organization. However, most secretaries and treasurers keep a current copy of the most recent minutes and treasurers reports since they would be the ones questioned about them.
7. It is important for the president to understand what responsibilities are usually given to the office personnel and which ones the secretary and the treasurer handle.
8. If the office takes care of the membership and mailing lists, it is important for the secretary and treasurer to get new members' contact information to the office as soon as possible to keep these records up to date. The information needed for these lists is given under the section labeled "Membership Lists" and "Mailing Lists".
9. Offices should try to accumulate a disk library of all the records. These disks take less room than paper records, and they are usually more accessible. If copies of these are kept in a different location from other records, no records will be totally lost if damage or loss occurs due to flood, fire, earthquake or misplacement through moves. This office can serve as a more permanent storage location.
FEDERAL TAX FILINGS
1. Affiliates that earn under $25000 per year may not have to file forms for the Internal Revenue Service. Check with the IRS on your particular organization. If your affiliate wishes to do fund- raising and encourage contributors by indicating that the donations are tax exempt, 501 C 3 status is necessary.
2. To receive tax-exempt status, Form 1023 of the Internal Revenue Service must be completed. Check IRS.gov to order forms or for possible changes. This application states which sections affect different organizations wishing tax-exempt status. All affiliates would be listed as charitable organizations. This also explains that subordinate organizations that are covered by a group exemption letter do not have to file separately. In other words, a chapter in a state or a state special interest affiliate would not have to file for this tax exempt status if group exemption letters have been filed by the state or special interest affiliate.
3. The affiliate will have to submit a description of the activities engaged in by the organization. The description given for a charitable organization is organized and operated for the benefit of public interest.
4. File the completed form with all the necessary information with the key district office in the city where the organization's key place of business or office is located.
5. As soon as possible after the application is received, the affiliate will receive notice of the IRS determination. The affiliate will also be advised which annual returns the organization will be required to file.
6. The application form gives addresses telling where to submit the form.
7. Affiliates having receipts from $25,000 to $100,000 and having assets under $250,000 may submit the Form 990 EZ. If an affiliate has receipts under $25,000, check with the IRS to see if you are required to send in this form.
8. Affiliates having receipts over $100,000 must submit the Form 990 unless there are unrelated business earnings. These are earnings from any enterprise that would be in competition with other businesses, i.e. thrift stores, food stands, or any competitive production. If an affiliate has any of these earnings, the Form 990T must be filed.
9. The form 990, which nonprofits must make available to donors and others on request, includes a top summary page listing comparative financial information -- revenues and expenses -- over a two-year period. The next page requires charities to detail their organization's accomplishments during the past year, closer to the front of the form. Other sections ask charities to provide more detailed information about fund raising, governance and compensation for top executives and trustees. Well-run nonprofits direct at least 60% of their spending toward charitable programs, with the rest going to administrative costs. The spending ratio is among the most controversial assessment tools for nonprofits. The latest form triggers a list of disclosures about the group's fund-raising activities, including the group's fund-raising methods and whether the charity pays anyone $5,000 or more to solicit donations for the group. The tax form provides streamlining and more detail. The form's summary page immediately greets potential donors with comparative financial data, a synopsis of a charity's mission and an outline of a group's governance and operations. For those wishing to calculate spending ratios, the relevant data can be found in sections detailing revenue and expenses. The revised tax form devotes an entire section to how a group is run. Nonprofits have to disclose whether their boards review the tax form before it is filed and what metrics organizations use to determine pay for top executives and managers. Other disclosures include whether an organization has a whistleblower policy and how many board members are independent. When reporting compensation, groups now have to report payouts using classic tax-filing standards found on W-2 and 1099 forms. Under certain circumstances, such as when an employee makes more than $150,000, additional disclosures are triggered, including supplemental retirement programs and stock compensation, which nonprofit executives sometimes receive from an affiliated for-profit group.
10. Other disclosures include whether nonprofits provide executives or other employees with first-class air travel, expense accounts, housing allowances and personal bodyguards, chauffeurs and lawyers, among other perks.
11. If a charity reports more than $15,000 in gross income from fund-raising events or spends more than that amount soliciting donations, the form triggers a list of disclosures about the group's fund-raising activities. Those disclosures include the group's fund-raising methods and whether the charity pays anyone $5,000 or more to solicit donations for the group.
12. Affiliates must send 1099's to any subcontractors (persons paid and working on specific projects), to renters of office space, or to individuals earning interest from loans.
13. Any affiliate with employees have to file all federal tax forms for employees, i.e. Form 941 for federal income withholding tax, Social Security, and Medicare: Forms W2, W3, and W4's; and Federal Unemployment forms.
14. Workmen's compensation insurance is also required for affiliates to cover any employee. This can be obtained through most insurance companies.
STATE TAX REQUIREMENTS
1. Check what state tax documents must be filed for your organization. Call your State Department of Revenue. Most states have limits for the amount of receipts that can be earned in a calendar year before any form needs to be filed. These amounts vary depending on the state. Some states require a form to be filed by all public charities.
2. Many states have support services available for filing tax documents for non-profits.
3. Many states charge sales tax even to non-profit organizations that hold raffles, bingos, and some other fund-raising activities. The State Department of Revenue will be able to give this information.
4. Gambling licenses are required for most organizations that hold raffles, bingos, or similar chance activities. Some have less expensive ones available for one-time raffles.
FILING INCORPORATION PAPERS
1. If the organization is incorporated, papers have to be filed periodically. Some states have yearly filing requirements and some have biannual or triennial filing requirements.
2. Do not allow this filing to lapse. There are substantial penalties for up dating lapsed incorporation papers.
3. It is wise to choose either a member who will remain in the vicinity indefinitely or to have a lawyer as the registered agent.
4. If the affiliate is not incorporated or no one is sure, contact the state attorney general or the secretary of state. This will depend on which state the affiliate would be registered.
5. Many special interest affiliates have the national office handle the registering and reporting for affiliate corporations in the District of Columbia. This is helpful since special interest affiliates have members in many states. If this is handled for the affiliate, the treasurer will receive a bill for the registration charge. The list of special interest affiliates that currently have their filings completed by the national office are as follows: ACB Radio Amateurs, ACB Social Service Providers, American Association of Visually Impaired Attorneys, Braille Revival League, Council of Citizens with Low Vision International, Council of Families with Visual Impairments, ACB Friends in Art, Guide Dog Users Incorporated, National Alliance of Blind Students, National Association of Blind Teachers, Randolph Sheppard Vendors of America, and the Randolph Sheppard Service Corp. The D.C. Association of Workers for the Blind also has their incorporation papers filed by the national office.
1. The President needs to encourage the right amount of public awareness and publicity. This can be accomplished by appointing a public relations committee. Publicity helps to promote your group to a wider audience.
2. Most newspapers have columns of weekly or monthly events. Information needs to be in early enough to meet their deadlines.
3. Radio stations will often allow spot service announcements that give meeting times, places, dates, and other information. Check deadlines for information to be provided to them on time. Some stations have a weekly or monthly calendar of events.
4. Some cable networks also have a scrolling screen covering coming events. (your affiliate could also use this opportunity to tell them that visually impaired persons need to rely on others to get this information and that it would be beneficial to have these calendars spoken aloud.)
5. Radio reading services and telephone reading services should be contacted to see if announcements of events are allowed.
6. Chapter or state newsletters should give dates, times, and places of regular chapter meetings.
7. Phone trees are useful in calling members and other interested persons. Electronic phone tree programs are available and allow lists of phone numbers to be called with specific information are helpful for busy presidents who wish to pass on important or timely information.
8. Special events sponsored by chapters or state or special interest affiliates are a good way to encourage new persons to come. Your group will want to get publicity.
9. Publicity for special events needs to be planned ahead of time. Most media companies need two weeks to a month advance notice of an event.
10. Radio news releases or interviews are a way to get events publicized.
11. TV interviews or news items generated by calling them about your special event work especially in smaller communities.
12. Newspaper news releases and news coverage of special events are also possible if you plan for them. These are often printed only when much important news isn’t available.
13. Articles about special coming events should also be included in affiliate and chapter newsletters.
14. Notifying schools or other interested persons about special contests, awards, or scholarships is a good way to promote these special activities.
15. Inviting college students to participate in your affiliate and chapter meetings after they apply for a scholarship is a good way to show interest in younger persons. Of course, inviting them before they apply is even better but sometimes members are not aware of some blind students until they do apply for a scholarship.
16. Contests for younger children can create awareness in the community about your group. These can range from coloring and writing contests for classes in public schools or contests specifically for blind students.
17. Create a website with all your activities listed including chapters through the state or nationally for special interest affiliates.
1. Each affiliate should have its own brochure. The ACB national office has ACB brochures which affiliates can use, but local ones are important for fund-raising and publicity in your local community.
2. If the affiliate does not currently have a brochure, consider writing one. Even chapters sometimes use simple flyers so they have information to give when they have bake sales and other fund-raising projects.
3. Brochures can be simple with just the most basic information about your group. Some brochures are more elaborate with pictures and more color.
4. Brochures need to include the purpose of your group and its major projects. If brochures are used for fund-raising purposes, scholarship programs and other educational programs will make your organization seem more worthwhile.
5. Brochures should include information about annual conventions.
6. Contact information needs to be given: address, phone numbers, email addresses, and website.
7. A blank space for local chapters to put a local contact person's business card or address label would be beneficial.
8. Brochures should have a catchy color or phrase to attract attention to them.
9. Include a membership form if space is available or a membership contact person.
SOME MAJOR COMMITTEE GUIDELINES
Long Range Planning Committee
1. Examine on-going efforts of the organization and make recommendations to the appropriate committee.
2. Make long-range goals appropriate for the time.
3. Examine current practices of each committee and offer suggestions and/or solutions.
4. Collaborate with other organizations on legislation or other joint efforts that may benefit members.
5. Establish a time-line, if possible, for specific goals to be reached.
1. Establish goals to promote membership growth.
2. Initiate outreach efforts for membership drives.
3. Keep membership lists accurate and up to date to make sure all members receive the newsletter.
4. Send out membership renewal letter or coordinate with the affiliate office so a letter can be sent.
5. Review the membership application to make sure it requests all the necessary information.
1. Develop the itinerary for the affiliate convention and send it to the national office by due date if the affiliate is a special interest affiliate. If a state affiliate, give the "Braille Forum" editor information about your convention for interested members.
2. Make sure a program chair is appointed for the convention and offer ideas if possible. Make sure the program schedule is turned in to the national office on time if the affiliate is a special interest affiliate.
3. Work out prices and other details necessary to make the convention run smoothly.
4. Decide what needs to be printed in the convention program and if the affiliate is a special interest affiliate, send this to the national office.
5. The President should decide when the board meetings take place during the convention so the times can be included in the program.
6. Work with the fund-raising committee if activities are taking place during the convention.
1. Establish a state affiliate or special interest affiliate phone tree for the organization to help activate members when critical legislation needs immediate responses.
2. Contact appropriate legislators when legislation affecting blind persons is recognized.
3. Motivate members that advocacy is necessary for the growth and maintenance of blindness related programs.
4. Inform legislators this organization is prepared to fight for any action taken that limits blindness related programs or activities.
5. Collaborate with other organizations in order to forward or maintain these programs.
6. Contact affiliate members as needed to call or write legislators or other government officials when necessary.
BUDGET AND FINANCE COMMITTEE
1. Establish a yearly budget and make changes as necessary. 2. Inform the board of the current budget and how current expenses and income compare with the budget. 3. Alert the board to major changes in the budget during the year. 4. Coordinate with the Fund-raising Committee so they know of needed funding. 5. Assist the treasurer with any questions that occur about on-going expenses.
1. Make sure the publication is using basic guidelines established.
2. Make changes in format and individual columns as necessary.
3. Make sure the newsletter is sent to all members in a timely manner.
4. Make sure the mailing list is kept up to date. The editor or affiliate office needs to have labels kept accurate.
5. Make sure the newsletter contains relevant items.
6. The editor should try to get printing costs as low as possible and consult with the publications committee about changes in the printing source. Costs should be checked from time to time to compare prices and the quality of the product.
7. Check the printing and audio quality to make sure it is satisfactory.
8. Remember that the newsletter is the primary way to pass the message that your affiliate is a viable organization that advocates for members and wants the best programs possible.
9. Make sure that nothing inappropriate or offensive to members is published. This does not mean that differing opinions about programs or services cannot be offered but that these do not offend anyone's gender, religion, ethnic background, disability, or sexual orientation as stated in equal opportunity laws.
10. Explore new ideas or columns that may be of interest to members as a whole.
GENERAL PUBLICATION GUIDELINES
1. Any guidelines written should be regularly checked to make sure they are followed on a regular basis. The president and publications chair should review them each year for possible updates.
2. The number of pages printed will be based on the information available and the funds allocated at that time.
3. No comments by the editor should be made in any article. Editorial comments should be limited to an editor's column.
4. Surrounding facts can be inserted immediately before the article but no editorial remarks should be placed there. They should be written in the editor's column.
5. No comments, based on age, gender, disability, ethnicity, religion, or sexual orientation, from other publications should be printed if they would bee offensive to any member. The editor should consult the publications committee about any article which might be offensive to members.
6. The committee should try to get printing costs as low as possible and consult with the publications committee about changes in the printing source.
7. Each newsletter should be written in the same type font and point size with the titles in a larger size. Section titles might be in a font point size larger than the title size. Titles should also be in bold type face. You might encourage persons sending in article submissions to submit them in this same font style and point size.
8. No titles should be hanging at the bottom of a page. No single sentence danglers should remain at the top of a page. This will help make your newsletter look more professional in nature. For graphics, using dashes, or other appropriate highlights, are easily read in an email. For printing the document, if you have disabled persons in your newsletter list, these do not interfere with brailing or speech devices. Stars or dashes are also appropriate between articles.
9. Margins should be established so submissions could also be sent with those compatible with the usual newsletter. Obviously, this format should be listed in any query about submissions to reduce the time necessary in reformatting articles.
10. If a significant amount of graphics is used in the issues, a version should be sent to your email subscribers before these additional graphics are added.
11. Some printers have particular guidelines for page numbers. For example, you might need the newsletter’s total number of pages to be in multiples of four to make sure you don’t end up with blank pages. Articles not time sensitive can be taken off the current issue if necessary to conform to this page restriction.
12. When reading any newsletter for an audio version, make sure a timer is used to gauge when each side should be completed. Before finishing each side (whether for cd or cassette), make sure the reader has stopped and is starting the recording on the next side at the same place. When starting to record each side, wait long enough to insure that no words are missed in the beginning of the tape. At the beginning of each side, the title of the article currently being read should be given. When starting each article, you may wish to indicate the page number. Speak slowly and clearly enough so all listeners will be able to understand the words. Also, do not have long pauses or breaks when reading. If the reader loses the place when reading, return to where you started the long pause and read where the reading left off. This will make the audio version sound more natural. If the reader coughs, sneezes, or has phone interruptions, please back up to cover these distractions. The audio version should sound as professional as possible.
13. Submission deadlines should be distributed widely to all sending in articles for an upcoming issue.
14. The editor usually does the final formatting for the newsletter, unless he/she requests help in the final formatting once the edition is put together. The publications chair should assist in compiling the articles and sending them to the editor, office manager, and all committee members for comments. This will minimize duplication of work by several committee members. If any questions or problems arise, please contact the Publications chair.
POSSIBLE FORMAT FOR NEWSLETTER
1. The logo should be portrayed on the cover along with the name of the publication and the name of the editor. This may vary according to the affiliate.
2. The purpose statement of the affiliate should be given as well as the affiliate office phone numbers and address.
3. A table of contents should be near the beginning of the newsletter.
4. An editor's column should be included followed by letters to the editor.
5. It is important to have a president's message.
6. Convention reports including programs and the schedule of affiliate meetings and other activities should be included.
7. Legislation updates are also important.
8. Affiliate committee reports should be included if the information would be of interest to the members.
9. Articles submitted should be included if they would be of interest to members.
10. Member focus (articles about individual members) should be included as space permits.
11. Information about other conferences of interest to members should be included if space permits.
12. Special interest stories, jokes, etc. (appropriate for the audience) should be inserted when space permits.
13. A fund-raising letter should be written occasionally.
14. The newsletter should also include a list of board members and committee chairs.
15. A membership application should always be included.
1. The committee needs to look for any appropriate grants available.
2. Make a list of possible areas that grants could cover.
3. The committee should check magazines, newsletters, and other publications for possible grant offerings.
4. Check on the internet for possible grant listings.
5. The committee should apply for any grants that could fit in with any of your programs.
6. The committee should contact any corporations or foundations to find out what grants they might have available for non-profit organizations.
7. The committee should check with libraries to find grant listings, donors, or other sources for grants.
1. The historian should save pictures and writings about all affiliate events.
2. A scrapbook should be kept for all items saved.
3. The historian should keep documentation of all events in chronological order.
4. The history book should be updated as appropriate.
5. The historian should keep account of where all historical documents are being held.
6. The historian should display historical documents at special functions for members to see.
7. The historian should send articles to the newsletter from time to time about historical events.
8. The historian should find someone to take pictures at significant events to help gather memories.
1. The chair should send an article to the newsletter requesting resolutions before the convention in the first two issues of the year.
2. The committee must read all resolutions and ideas sent for resolutions.
3. After writing or rewriting any resolutions, the chair should present them to the members if they are not withdrawn.
4. Some affiliates require reading resolutions a second time at a second session for debate and vote.
5. The president and the secretary should receive a copy of the resolutions so they can be sent to the appropriate person and be recorded.
6. Give a copy of resolutions to the affiliate office so they can be handled appropriately.
CONSTITUTION AND BYLAW COMMITTEE
1. Have each committee member read a current copy of the Constitution and bylaws.
2. Write an article for the newsletter asking for possible changes in the Constitution or bylaws. This article would have to be placed in the first issue of the year.
3. Write another article in the second issue of the year to have any possible Constitutional changes listed in the newsletter at least thirty days ahead of convention (some affiliates have other time requirements).
4. Have committee meeting before the program session so possible changes can be presented.
5. Read the possible changes again at second session (this may also vary from affiliate to affiliate) for debate and vote.
6. Give a copy of all Constitutional and bylaw changes to both the affiliate office and the secretary for record keeping purposes.
7. Ask the secretary to send a copy to the publications committee for publication in the upcoming newsletter.
1. Give each committee member a list of the awards to be given at the annual convention luncheon or banquet.
2. Publicize in the newsletter and other publications as appropriate for nominations for these awards. Include the date nominations are due, criteria for awards, and where nominations should be sent. Ask for the name and address of any deserving person plus a summary of their achievements and your remarks. Ask for them to be sent to the chair.
3. If not enough nominations are received, ask board members for more nominations.
4. When nominations are received, evaluate the letters and other material to find the appropriate recipient for each award.
5. Check to make sure the recipient has not previously received the award.
6. Have plaques or certificates ordered in time for presentation to the winners at the annual luncheon or banquet.
7. Present the awards at the annual luncheon or banquet.
8. Write an article stating the award winners for the newsletter and the "Braille Forum".
9. Give names of winners and awards to office and secretary for record keeping purposes.
10. Take pictures of award winners if possible for affiliate history.
1. Make necessary arrangements for any fund-raising activities for the affiliate. Coordinate any convention fund-raisers with the convention committee.
2. Develop other fund-raising ideas to help the organization raise money. Suggestions may include but not be limited to: barbecues, dinners to celebrate holidays, Tupperware, Stanley, home clothing companies, or other company parties that give discounts to non-profits, candy sales, magazine sales, candles and other decorations (Christmas), t-shirts, and casino nights or cruises.
3. Decide when raffles could conveniently take place.
4. An annual (or biannual) fund-raising letter should be written. It is best to have this written by the president but the fund-raising committee may help to develop it. Sometimes, an affiliate uses this to get more members as well.
POLICY REGARDING CONFLICTS OF INTEREST AND CONFIDENTIALITY
Below are possible clauses for developing policies for your affiliate regarding conflict of interest and confidentiality. Please consider using some policy regarding these important areas for your organization. Revise them as needed for the affiliate.
(Affiliate name) POLICY REGARDING CONFLICTS OF INTEREST AND DISCHARGE OF DUTIES
I. PURPOSE AND APPLICABILITY OF POLICY
The purpose of this policy is to protect the interest of the (affiliate name) (hereinafter, "(AFFILIATE INITIALS)") when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director, or employee of (AFFILIATE INITIALS). This policy is intended to supplement, but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations. The individuals who are subject to this policy include those serving as officers and directors of (AFFILIATE INITIALS), and senior management level employees of (AFFILIATE INITIALS). All references hereafter to “the board” shall be applicable to both the Board of Directors unless otherwise specified.
A. Interested Person: An officer, director, or employee who has a direct or indirect Financial Interest, as defined below, is an interested person.
B. Financial Interest: A person has a Financial Interest if the person has, directly or indirectly, through business, investment, or his or her immediate family:
1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement;
2. A compensation arrangement with the Organization (other than for services as an employee) or with any entity or individual with which the Organization has a transaction or arrangement; or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. A Financial Interest is not necessarily a conflict of interest. A person who has a Financial Interest may have a conflict of interest only if the Board of Directors decides that a conflict of interest exists.
III. STANDARD OF CARE IN DISCHARGE OF DUTIES
It is the responsibility of each officer, director, and employee of the Organization to discharge his or her duties in good faith, in a manner the person reasonably believes to be in the best interest of the Organization, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
IV. CONFLICTS PROCEDURES
A. Duty to Disclose In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of his or her Financial Interest and be given the opportunity to disclose all material facts relating to his or her Financial Interest to the officers and directors considering the proposed transaction or arrangement.
B. Determining Whether a Conflict of Interest Exists. After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, the Interested Person must leave the board meeting while the Financial Interest is discussed and voted upon. The remaining board members shall decide if a conflict of interest exists.
C. Procedures for Addressing the Conflict of Interest:
1. An Interested Person may make a presentation at the board meeting regarding the proposed transaction or arrangement, but after such presentation, the Interested Person shall leave the meeting during the discussion of, and the vote on, the proposed transaction or arrangement that could result in the conflict of interest.
2. The presiding officer of the board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the board shall determine whether the Organization can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably attainable under the circumstances that would not give rise to a conflict of interest, the board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in (AFFILIATE INITIALS)’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Organization and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
A. Procedure If the board has reasonable cause to believe that a person subject to this policy has failed to disclose actual or possible conflicts of interest or failed to discharge his or her duties in accordance with Article III, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure.
B. Action If, after hearing the response of the person and making such further investigation as may be warranted in the circumstances, the board determines that the person has, in fact, failed to discharge his or her duties in accordance with this policy or to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
VI. RECORDS OF PROCEEDINGS
The minutes of the board meeting shall contain:
A. The names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present and the board's decision as to whether a conflict of interest in fact existed.
B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement and a record of any votes taken in connection therewith.
A voting member of the board of directors who receives compensation, directly or indirectly, from (AFFILIATE INITIALS) for services rendered in conjunction with a transaction or other business arrangement is precluded from voting on matters pertaining to that member's compensation.
VIII. ANNUAL STATEMENT
Each director, officer, and senior management level employee of (AFFILIATE INITIALS) shall complete and sign a Conflict of Interest Policy Annual Statement within ninety (90) days after his or her initial election or appointment and annually thereafter. The current form is attached hereto as Exhibit A. All signed statements shall be filed with the national office to be reviewed within thirty (30) days of receipt and notify the (AFFILIATE INITIALS) president of any potential conflicts of interest disclosed therein. All signed statements shall remain on file in the (AFFILIATE INITIALS) national office.
IX. PERIODIC REVIEWS
To ensure that (AFFILIATE INITIALS) operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted and their findings reported to the Board of Directors. The periodic reviews shall, at a minimum, include the following subjects:
A. Whether compensation arrangements and benefits are reasonable and are the result of arm's length bargaining.
B. Whether partnership and joint venture arrangements and arrangements with management service organizations conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further charitable purposes and do not result in inurement or impermissible private benefit or in an excess benefit transaction.
X. USE OF OUTSIDE ADVISORS
In conducting the periodic reviews provided for in Article IX, the Organization may, but need not, use outside advisors. If outside advisors are used, their use shall not relieve the Board of its responsibility for ensuring that periodic reviews are conducted. Adopted: Exhibit A (AFFILIATE NAME) CONFLICTS OF INTEREST POLICY ANNUAL STATEMENT The undersigned, being a director, officer, or employee of the (affiliate name), hereby acknowledges the following:
1. I have received a copy of the (AFFILIATE INITIALS) Policy Regarding Conflicts of Interest and Discharge of Duties (the "Policy").
2. I have read and understand this Policy.
3. I agree to comply with the Policy.
4. I understand that the Policy applies to all directors, officers, and senior management level employees of (AFFILIATE INITIALS).
5. I understand that (AFFILIATE INITIALS) is a charitable organization and that in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax exempt purposes.
6. The following information concerning conflicts and potential conflicts is true, correct and complete to the best of my knowledge:
A. I serve or represent the (affiliate name) in the following capacity or capacities:
B. I am a director, officer, or employee, or I have a material financial or beneficial interest in the following organizations which may have a conflict of interest with the (affiliate name):
C. I am not involved in any activity or transaction, nor am I a party to a contract involving interests which could be found to be adverse to the (affiliate name) except for the following:
D. I am not pursuing any business opportunities which might adversely affect the (affiliate name), except for the following:
E. I bring to your attention the following potential conflicts of interest in addition to those, if any, disclosed in B, C and D above: (If none, insert "None.") Dated: Print or Typed Name: Signature: (AFFILIATE NAME) CONFIDENTIALITY POLICY Most information about the activities and operations of (AFFILIATE INITIALS) is available to the public. However, officers, directors and employees of (AFFILIATE INITIALS) will, in the course of their service or employment, have access to information that is not readily available to the public, or to members not acting in an official or employment capacity. It is the policy of (AFFILIATE INITIALS) that officers, directors and staff may not disclose, divulge, or make accessible confidential information belonging to, or obtained through their affiliation with (AFFILIATE INITIALS), to any person, including relatives, friends, and business and professional associates, unless such persons have a legitimate need for such information, and (AFFILIATE INITIALS) has authorized disclosure.
Board members and employees shall use confidential information solely for the purpose of performing service as a board member or employee of (AFFILIATE INITIALS). Confidential information includes, but is not limited to:
1. Information about (AFFILIATE INITIALS)'s finances, including current and future business plans, computer systems, personnel information, and associated documents, unless such information is made available to the public through board meeting or convention minutes, public speeches, the (AFFILIATE INITIALS) website, or (AFFILIATE INITIALS) publications;
2. Details of litigation, legal settlements and other legal matters that (AFFILIATE INITIALS) is involved in, which legal counsel has not authorized for disclosure outside board meetings, or the (AFFILIATE INITIALS) offices;
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Simplified Robert's Rules of Parliamentary Procedure
Meetings are no more troublesome than the members that attend them. Parliamentary procedure is a system of rules that allow members to know what they can expect from each other in an orderly, fair, and efficient way. The procedures are based on two universally accepted democratic principles which balance the interests of the individual and of the group. Every member has equal rights and obligations. The officers and members must deal with each other in good faith and with fairness. The whole organization is undermined to the extent that any individual or minority is not treated equally. The majority rules. Assured of fairness for all, and recognizing that unanimity is impossible, each member agrees in advance to accept the will of the majority to facilitate decision-making. This is, in effect, an unqualified grant of trust and confidence. All the procedures summarized below are an application of these principles. They allow members to express their opinions, act on their needs, and know what is going on.
1. After the president or chair opens the meeting, members wishing to have the floor (ask to speak on any subject or motion) must request to speak. You say, "Mr. or Madame President or Chair, may I have the floor?" The president or chair will respond by allowing you to speak or letting you know when you can speak. The president or chair may list the order of speakers if several have asked to speak at the same time. If the president or chair wishes to speak to a given motion, that individual may request the vice president to take charge of the meeting temporarily.
2. A motion is the formal proposal of a suggestion for consideration of the group. A motion gives the group something to react to and act on so that there can be a final decision. A motion limits discussion to something definite so that everyone knows what is at stake and what the outcome will be. To make a motion, a member says, "I move that ____." A second is required and indicates that at least two people feel that the proposal merits consideration. If a second is not given, the item is not discussed, simply because it doesn't have enough support to be considered. To second a motion, a member says, "I second that motion."
3. Amendments are suggested changes to a motion before the body. They must be germane (which means they must have something to do with the motion being discussed). There can even be an amendment to an amendment, but that's all. Amendments have to be seconded. Once before the group, discussion is limited to the amendment in question. The group votes on the last amendment proposed and works its way back to the main motion. To amend a motion, a member says, "I move to amend the motion by ____."
4. Motions are prioritized chronologically. Motions are passed in order of precedence. In other words, if a motion is being discussed, you can interrupt that discussion to present a new motion. It must either be an amendment to the motion under discussion or a motion concerning the current motion. If it is regarding another matter or would only b possible if the current motion under discussion passes, you have to wait until the discussion is complete and the motion is voted upon.
5. Withdraw a Motion when you have made a motion and want to withdraw it, which simply means you have changed your mind. You say, "I withdraw my motion," and that's it unless discussion has started on your motion. Then it is the property of the body and can only be withdrawn by a motion to permit withdrawal, which requires a second, is neither debatable nor amendable, and requires a majority vote. Of course, if no one objects, a motion may be withdrawn at any time.
6. Division of the Question may be called when you want to consider a motion point by point. You say, "I request the motion be divided as follows ____." If the chairman agrees, debate and voting will be conducted on each point, one at a time. If the request is not granted, you may move to divide the question. The rules applying to main motions govern.
7. Division of the Assembly is called when the results of a vote are unclear or you want a definite count taken instead of a voice vote. You say, "I call for a division of the assembly." You may state if you want a hand count, secret ballot, or roll call vote. If there is a conflict, the chairperson will decide the method of vote.
8. End Debate when you want to end debate and put the question being discussed to an immediate vote. You say, "I move we end debate." The motion requires a second, is not debatable, is not amendable, and requires a 2/3 vote. If there is more than one part of the proposal being discussed, i.e., there are amendments, or other motions to refer to a committee, or to postpone, etc., you should specify whether you are moving for a vote on the item under immediate consideration or on all matters pertaining to that question. If there is no objection, the chairman may end debate on his own or at the suggestion of a member. However, if there is an objection from any member, a motion is required to end debate. In many meetings, the phrase "I would like to call the question" is often used instead of a move to end debate. The difference between calling the question and ending debate is that calling the question is considered a vote of acclimation. In other words, no vote is necessary unless there are objections to ending debate.
9. Limit Debate when you want to limit debate to a certain amount of time or to a certain number of additional speakers. You say, "I move we limit debate to ____ [a specified number of speakers on each side or a specific time]." If there is more than one part to the proposal being considered, you should specify whether you want to limit debate to just one item under discussion or to all discussion on the main question. The motion requires a second, is not debatable, and requires a 2/3 vote. (The same special restrictions for the motion to end debate hold for the motion to limit debate.)
10. Refer to a Committee when you want to have a smaller group go over what is being discussed before further action. You say, "I move we refer this matter to ____." The motion requires a second, is debatable and amendable only as to which committee will handle the matter, and requires a majority vote. Business may be referred to an existing group, such as executive committee, or to an ad hoc committee, which is a committee especially established for a specific purpose and exists until the matter is resolved; or to the committee of the whole (which is a way of saying that the group can consider the matter informally). Usually a matter is referred to the committee of the whole when there is need to discuss a matter before the introduction of a motion. The same effect can be achieved by moving to consider the matter informally or by moving to table the discussion until another time.
11. Appeal when you want to reverse a decision or ruling of the chairman. You say, "I appeal the decision of the chair (stating the action or decision that is objected to)." This appeal requires a second. The chairperson may explain his or her reason for decision without leaving the chair. The appeal is debatable, is not amendable, and requires a majority vote to overrule the chair. The appeal must be made immediately after the decision in question. The chair must recognize all appeals.
12. When you want to end the meeting, you say, "I move we adjourn." The motion requires a second, is not debatable, and must be put to an immediate vote. It requires a majority vote for passage. Adjournment ends the meeting. Any unfinished business is then considered old business at the next meeting.
13. Recess when you want to suspend the meeting, take a break, or just hold off until a specific time before the next regular meeting. "I move we recess until ____." The motion requires a second, is debatable only as to the time of the resumption of the meeting, and requires a majority vote. The only acceptable amendment is on the time of the resumption of the meeting.
14. An ad hoc committee is a group of people assembled just to work on one specific point. (An emergency anything committee is an example of an ad hoc committee.)
15. Dilatory behavior is behavior that is made in a deliberate attempt to delay the body.
16. Frivolous behavior is behavior that is just plain silly.
17. Quorum is simply the number of members required for a vote. For most board meetings, this requires one more than half of the members to be present for any actions to be taken. However, in conventions, the number varies according to the affiliate's constitution.
Don Stevens, a registered Parliamentarian from Alabama, did a presentation at the RSVA “Sagebrush” on some areas of Parliamentary Procedure often handled incorrectly by organizations.
The first topic often dealt with incorrectly: When the time for a meeting has arrived, the presiding officer opens it, after having determined that a quorum is present, by calling the meeting to order.”
The second one is: Except in a small board or committee, unless the vote is secret (that is by ballot);the chair protects his impartial position by exercising his voting right only when his vote would affect the outcome, in which case he can either vote and thereby change the result, or he can abstain.”
The third topic often handled incorrectly: It is not necessary to call for nominations three times but could be established in an organization by custom.
The fourth commonly incorrect one is: After a motion has been stated by the chair, it belongs to the meeting as a whole, and the maker must request the assembly’s permission to withdraw or modify his own motion.”
The fifth rule often misunderstood: The assembly cannot make valid a voice vote election if the bylaws require the election to be by ballot.” “If the assembly has no binding order of business, any member who obtains the floor can introduce any legitimate matter he desires (within the objects of the organization as defined in its bylaws) at any time when no business is before the assembly for consideration.”
IN THE ABSENCE OF THE SECRETARY: a secretary pro tem should be elected.
IN THE ABSENCE OF THE PRESIDENT, the Vice President calls the meeting to order. In the absence of the president and vice president, the Secretary calls the meeting to order and presides over an immediate election of a chairman pro tem.
OPENING CEREMONIES can include: Invocation, Presentation of Colors, National Anthem, Pledge of Allegiance to the flag of the United States of America, Rituals of the Organization, Welcome, and Introductions. Roll call can be any of the following: “The Secretary will call the roll.” or “The Secretary will check attendance.” or “The Secretary will report attendance.” or “Have all members signed in?” If the adoption of an agenda is the custom of the organization, a member should move that the published agenda be adopted, a second should be received. “It is moved and seconded to adopt the published agenda. Are there any amendments to the agenda?” Members are free to add or delete agenda items and a majority vote is required to adopt the changes. Once adopted, the Agenda must be followed in the order adopted unless changed by a two-thirds vote of the assembly. If adoption of an agenda is not a custom of the organization, then proceed with the handling of the minutes Reading and approval of the minutes: "The Secretary will read the minutes." After the minutes are read, the Chair continues as follows: “Are there any corrections to the minutes? (pause) If there are no corrections, the minutes stand approved as read." If corrections are offered, the chair, through “general consent”, instructs the Secretary to make the change(s). “If there is no objection, the Secretary will be instructed to make the correction (pause) There being no objection, the Secretary is so ordered. Are there further corrections? (pause) The minutes stand approved as corrected." If there are corrections, they are handled as per the following example. Let’s say the secretary used AM instead of PM as the time of adjournment. The Chair says: “Are there any corrections to the minutes?” A member says: “The minutes stated that the meeting adjourned at 8:30 AM-the meeting adjourned at 8:30 PM.” The Chair says: “If there is no objection, the Secretary will be instructed to correct the minutes (pause) since there is no objection, the secretary is so instructed. Are there further corrections? (pause) There being none, the minutes are approved as corrected.” There is no time limit on correcting errors in minutes. However the process may differ. “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.” Pre circulated minutes are not read unless requested by a motion from a member. However, permission to proceed without reading the minutes must be given by the assembly-usually by General Consent or by the adoption of a formal motion or a special or standing rule that allows the organization to dispense with the reading of the minutes. The opportunity to correct minutes is always offered. Approval by general consent is highly recommended. The Chair says: “The minutes of our previous meeting were sent to all members. If there is no objection, the minutes will not be read (pause). There being no objection, the minutes will not be read. OR Since our organization has ________________________the minutes will not be read. Are there any corrections to the minutes?” Handle corrections as stated earlier. Officers who have reports report in the order they are listed in the constitution/bylaws. The Treasurer’s Report is presented during these reports and it is not voted on-it is filed for audit or referred to the Auditing Committee. Boards-The Presiding Officer of the Board of Directors and or the Executive Committee. Standing Committees-The Chair or reporting member of each committee who has a report to give, reports in the order listed in the constitution/bylaws. If a recommendation is included in a report, the reporting member of that committee should introduce the motion to carry out that recommendation. If the report is informational only and no motion results from the report, the Chair says, "The report will be filed." Special (Ad-Hoc) Committees are created by motions at a previous meeting and are dissolved after reporting. The bylaws may grant the authority to appoint special committees to an officer or board. The presiding officer should know from previous minutes that a special committee is to report and say: "The special committee, that was instructed to research the possibility of a World Ballroom Dancing Competition, is recognized for a report." Elections-A report from the Nominating Committee Chairperson-followed by the election. Best to complete each office before voting on the next office. Business created by a motion at a previous meeting gives a subject special priority in an upcoming meeting. "The motion, that all members be paid for attending meetings, which was postponed to this meeting and made a special order, is now in order. Is there debate?" Unfinished Business is usually a motion under discussion when the previous meeting adjourned and the presiding officer would know this from the previous minutes and say: "The motion, that our society fine members for missing meetings, which was under discussion when our previous meeting adjourned, is now in order. Is there any discussion?” General Order is a motion postponed from one meeting to another "The motion that, the President be paid $1,000 per meeting, which was postponed from our previous meeting to this meeting, is now in order. Is there any debate?" New business is handled last: "New business is now in order." Continue accepting motions from members and handle each one to its final conclusion which would be-adoption-defeat-referral to standing or special committee, postpone to a future meeting, postpone indefinitely. OR "The first item on our Agenda is the Katrina Relief Fund. Is there any discussion?" Continue with the remaining Agenda items Handling programs: Chair: “Paul Planit, chairman of the Social Committee, will introduce today’s program.” Any society related activity: speakers, films, awards, special ceremonies, banquets, entertainment, etc.” "Open Forum is in order." A Time for members to share concerns. Any motion would be handled as new business. Announcements: The chair has the following announcement(s): “__________________________________________________” Does any member have an announcement?" When an Agenda has been adopted the presiding officer does not ask for any further business but should say: "Since there is no further business, this meeting is adjourned." When an Agenda has not been adopted, the presiding officer adjourns by General Consent by saying: “If there is no further business, this meeting will be adjourned (pause) since there is no further business, this meeting is adjourned." If a member moves to adjourn and it is seconded, the presiding officer says: “The motion to adjourn has been moved and seconded.” The presiding officer proceeds to call for the vote and declare the meeting adjourned if the motion is adopted. Refer to pages 231 and 232 What to do when something goes wrong? Lack of a quorum: “The prohibition against transacting business in the absence of a quorum cannot be waived even by unanimous consent.” The only action that can be legally taken in the absence of a quorum is to: Fix the time to which to adjourn-Adjourn-Recess-Take measures to obtain a quorum. “Before the presiding officer calls a meeting to order, it is his duty to determine, although he need not announce, that a quorum is present. If a quorum is not present, the chair waits until there is one, or until, after a reasonable time, there appears to be no prospect that a quorum will assemble. If a quorum cannot be obtained, the chair calls the meeting to order, announces the absence of a quorum, and entertains a motion to adjourn or one of the other motions allowed, as described above.” After waiting the appropriate amount of time the Chair says: “The meeting will come to order. A quorum is not present. Our legal course of action involves introduce one of these motions.” Do not accept something like the following from a member: “Mr. President, I so move number 2.” The following would be most appropriate: “Mr. President, before we move to fix the time to adjourn or to adjourn, we should try to obtain a quorum; therefore, I move that we recess and take measures to contact absent members.” The Chair then proceeds to handle this motion which is debatable, amendable, and requires a majority vote. “If there is important business that should not be delayed, the meeting should fix the time for an adjourned meeting and then adjourn. Where an important opportunity would be lost unless acted upon immediately, the members present can, at their own risk, act in emergency with the hope that their action will be ratified by a later meeting at which a quorum is present.” What is the quorum requirement for your organization? Liberal: Those members present at a regular or special meeting shall constitute a quorum for transacting business. Conservative: A majority of the regular members of the organization shall constitute a quorum for the transaction of business at a regular or special meeting. The quorum requirement should be low enough to lessen the chances of having meetings that do not meet the quorum requirements, but high enough to assemble a representative number of members to carry out the business of the organization. Allow for expanding membership. Check legal requirements that might apply. “When a member thinks that the rules of the assembly are being violated, he can make a Point of Order.” “It is the right of every member who notices a breach of the rules to insist on their enforcement. If the chair notices a breach, he corrects the matter immediately, but if he fails to do so-through oversight or otherwise-any member can make the appropriate Point of Order.” A main motion has been moved and seconded and stated by the Chair and opened for discussion. Another member rises, addresses the Chair, gets recognition, and says: “That motion is ok but I feel that my motion is better so I move that we ____________________________________________________.” The Chair should say; “Only allow one main motion may be considered at a time, your motion is ruled out of order. Does the member wish to debate against the current motion or offer an amendment to that motion.” A main motion has been moved, seconded, stated by the chair, and opened for discussion. After several members debate for and against the motion, one member calls Point of Order. The Chair says: “The member will state his point.” The member says: “The current speaker has already debated once and there are others who wish to debate.” The Chair says: “Your point is well taken-members are not to be recognized a second time to debate until all who wish to debate a first time have been recognized.” A “continuing breach” is created as follows: A main motion has been adopted that conflicts with the bylaws (or constitution)or rule of the organization; a main motion has been adopted that conflicts with a main motion previously adopted and still in force; any action has been taken in violation of applicable procedural rules prescribed by federal, state, or local law; any action has been taken in violation of a fundamental principle of parliamentary law; any action has been taken in violation of either a rule protecting absentees or a basic right of a member. When a continuing breach has occurred, a point of order can be called immediately or anytime in the future: “In all such cases, it is never too late to raise a point of order since any action so taken is null and void. Raising a correct Point of Order to a “continuing breach” cannot undo some actions that have been executed due to the nature of the motion or action(s) taken. Some of these actions may establish a legal problem. All unexecuted portions of the motion or action(s) so affected, must cease or the organization or individuals in the organization may become liable. When the assembly has adopted a motion that should not have been adopted, what do you do? If during a meeting, a motion is adopted or defeated through haste or ill advice or some other negative circumstance, a member may move to Reconsider the Vote (during the current meeting only) on the motion related to ____________________________________provided that member voted on the prevailing side during the original vote. When the member moves this motion, he/she must declare which side he/she voted on-if the member does not so declare, the Chair should ask so that only a member voting on the prevailing side has been allowed to move the motion. When the motion has been properly moved, seconded, and stated by the chair, debate can be for or against voting again and can be for or against the motion itself. When it is time to vote, the first vote will be whether or not to revote the original motion, and if adopted, then a vote on the motion itself is taken. No amendments are allowed. If the first vote is against voting again on the original motion, then the original motion stands. A member may move to amend or rescind an action taken previously and that member may have voted for or against the original motion. This motion only applies to motions previously adopted as opposed to the Reconsider the Vote motion which can be moved and applied to adopted or defeated motions. Some motions may seem great at the time they are adopted, but with the passage of time and circumstances, they become unworkable, inappropriate, or whatever. If the motion can be patched up and remain workable, the motion to amend something previously adopted is appropriate. A member would simply state the following: “I move to amend the motion dealing with landscaping the front of headquarters at a cost of $2,000, which was adopted at our March meeting, by striking $2,000 and inserting $3,000.” After a second, the Chair would then handle that motion and the assembly would debate and vote on the motion. Instead of amending the motion, a member wishes to cancel that motion, he/she would say: “I move to rescind the motion related to landscaping the front of headquarters that was adopted at our January meeting.” After a second, the chair would then handle that motion and the assembly would debate the motion and vote. “In the event of fire, riot, or other extreme emergency, if the chair believes taking time for a vote on adjournment would be dangerous to those present, he should declare the meeting adjourned-to a suitable place for an adjourned meeting (if he is able), or to meet at the call of the chair.” Special (Ad-Hoc) Committees are created by motions at a previous meeting and are dissolved after reporting. The bylaws may grant the authority to appoint special committees to an officer or board. The presiding officer should know from previous minutes that a special committee is to report and say: "The special committee, that was instructed to research the possibility of a World Ballroom Dancing Competition, is recognized for a report." Elections-A report from the Nominating Committee Chair person is followed by the election. It is best to complete each office before voting on the next office. Business created by a motion at a previous meeting gives a subject special priority in an upcoming meeting. "The motion, that all members be paid for attending meetings, which was postponed to this meeting and made a special order, is now in order. Is there debate?" Unfinished Business is usually a motion under discussion when the previous meeting adjourned and the presiding officer would know this from the previous minutes and say: "The motion, that our society fine members for missing meetings, which was under discussion when our previous meeting adjourned, is now in order. Is there any discussion?” General Order is a motion postponed from one meeting to another "The motion that, the President be paid $1,000 per meeting, which was postponed from our previous meeting to this meeting, is now in order. Is there any debate?" New business is handled last: "New business is now in order." Continue accepting motions from members and handle each one to its final conclusion, which would be-adoption-defeat-referral to standing or special committee, postpone to a future meeting, or postpone indefinitely. "The first item on our Agenda is the Katrina Relief Fund. Is there any discussion?" Continue with the remaining Agenda items Handling programs: Chair: “Paul Planit, chairman of the Social Committee, will introduce today’s program.” Any society related activity: speakers, films, awards, special ceremonies, banquets, entertainment, etc.” "Open Forum is in order." A Time for members to share concerns. Any motion would be handled as new business. Announcements: The chair has the following announcement(s): “__________________________________________________” “Does any member have an announcement?" When an Agenda has been adopted the presiding officer does not ask for any further business but should say: "Since there is no further business, this meeting is adjourned." When an Agenda has not been adopted, the presiding officer adjourns by General Consent by saying: “If there is no further business, this meeting will be adjourned (pause) since there is no further business, this meeting is adjourned." If a member moves to adjourn and it is seconded, the presiding officer says: “The motion to adjourn has been moved and seconded.” The presiding officer proceeds to call for the vote and declare the meeting adjourned if the motion is adopted. What to do when something goes wrong? Lack of a quorum: “The prohibition against transacting business in the absence of a quorum cannot be waived even by unanimous consent.” The only action that can be legally taken in the absence of a quorum is to: Fix the time to which to adjourn-Adjourn-Recess-Take measures to obtain a quorum. “Before the presiding officer calls a meeting to order, it is his duty to determine, although he need not announce, that a quorum is present. If a quorum is not present, the chair waits until there is one, or until, after a reasonable time, there appears to be no prospect that a quorum will assemble. If a quorum cannot be obtained, the chair calls the meeting to order, announces the absence of a quorum, and entertains a motion to adjourn or one of the other motions allowed, as described above.” After waiting the appropriate amount of time the Chair says: “The meeting will come to order. A quorum is not present. Our legal course of action involves the following: introduce one of these motions.” Do not accept something like the following from a member: “Mr. President, I so move number 2.” The following would be most appropriate: “Mr. President, before we move to fix the time to adjourn or to adjourn, we should try to obtain a quorum; therefore, I move that we recess and take measures to contact absent members.” The Chair then proceeds to handle this motion which is debatable, amendable, and requires a majority vote. “If there is important business that should not be delayed, the meeting should fix the time for an adjourned meeting and then adjourn. Where an important opportunity would be lost unless acted upon immediately, the members present can, at their own risk, act in emergency with the hope that their action will be ratified by a later meeting at which a quorum is present.” What is the quorum requirement for your organization? Liberal: Those members present at a regular or special meeting shall constitute a quorum for transacting business. Conservative: A majority of the regular members of the organization shall constitute a quorum for the transaction of business at a regular or special meeting. The quorum requirement should be low enough to lessen the chances of having meetings that do not meet the quorum requirements, but high enough to assemble a representative number of members to carry out the business of the organization. Allow for expanding membership. Check legal requirements that might apply. “When a member thinks that the rules of the assembly are being violated, he can make a Point of Order.” “It is the right of every member who notices a breach of the rules to insist on their enforcement. If the chair notices a breach, he corrects the matter immediately, but if he fails to do so-through oversight or otherwise-any member can make the appropriate Point of Order.” A main motion has been moved and seconded and stated by the Chair and opened for discussion. Another member rises, addresses the Chair, gets recognition, and says: “That motion is ok but I feel that my motion is better so I move that we ____________________________________________________.” The Chair should say; “Only one main motion may be considered at a time, your motion is ruled out of order. Does the member wish to debate against the current motion or offer an amendment to that motion.” A main motion has been moved, seconded, stated by the chair, and opened for discussion. After several members debate for and against the motion, one member calls Point of Order. The Chair says: “The member will state his point.” The member says: “The current speaker has already debated once and there are others who wish to debate.” The Chair says: “Your point is well taken-members are not to be recognized a second time to debate until all who wish to debate a first time have been recognized.” A “continuing breach” is created as follows: A main motion has been adopted that conflicts with the bylaws (or constitution)or rule of the organization; a main motion has been adopted that conflicts with a main motion previously adopted and still in force; any action has been taken in violation of applicable procedural rules prescribed by federal, state, or local law; any action has been taken in violation of a fundamental principle of parliamentary law; any action has been taken in violation of either a rule protecting absentees or a basic right of a member. When a continuing breach has occurred, a point of order can be called immediately or anytime in the future: “In all such cases, it is never too late to raise a point of order since any action so taken is null and void. Raising a correct Point of Order to a “continuing breach” cannot undo some actions that have been executed due to the nature of the motion or action(s) taken. Some of these actions may establish a legal problem. All unexecuted portions of the motion or action(s) so affected, must cease or the organization or individuals in the organization may become liable. When the assembly has adopted a motion that should not have been adopted, what do you do? If during a meeting, a motion is adopted or defeated through haste or ill advice or some other negative circumstance, a member may move to Reconsider the Vote (during the current meeting only) on the motion related to ____________________________________provided that member voted on the prevailing side during the original vote. When the member moves this motion, he/she must declare which side he/she voted on-if the member does not so declare, the Chair should ask so that only a member voting on the prevailing side has been allowed to move the motion. When the motion has been properly moved, seconded, and stated by the chair, debate can be for or against voting again and can be for or against the motion itself. When it is time to vote, the first vote will be whether or not to revote the original motion, and if adopted, then a vote on the motion itself is taken. No amendments are allowed. If the first vote is against voting again on the original motion, then the original motion stands. A member may move to amend or rescind an action taken previously and that member may have voted for or against the original motion. This motion only applies to motions previously adopted as opposed to the Reconsider the Vote motion which can be moved and applied to adopted or defeated motions. Some motions may seem great at the time they are adopted, but with the passage of time and circumstances, they become unworkable, inappropriate, or whatever. If the motion can be patched up and remain workable, the motion to amend something previously adopted is appropriate. A member would simply state the following: “I move to amend the motion dealing with landscaping the front of headquarters at a cost of $2,000, which was adopted at our March meeting, by striking $2,000 and inserting $3,000.” After a second, the Chair would then handle that motion and the assembly would debate and vote on the motion. Instead of amending the motion, a member wishes to cancel that motion, he/she would say: “I move to rescind the motion related to landscaping the front of headquarters that was adopted at our January meeting.” After a second, the chair would then handle that motion and the assembly would debate the motion and vote. “In the event of fire, riot, or other extreme emergency, if the chair believes taking time for a vote on adjournment would be dangerous to those present, he should declare the meeting adjourned-to a suitable place for an adjourned meeting (if he is able), or to meet at the call of the chair.” All above quotes are from the 10th edition of “Robert’s Rules of Order Newly Revised”.