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Can the board create positions not established in the bylaws?


Guest Matt

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The answer to your question depends upon exactly what your bylaws say about officers. It is very likely that they list the officers your association is to have in a way which means that those listed are to be the only officers your association is to have.

"If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited. There is a presumption that nothing has been placed in the bylaws without some reason for it. There can be no valid reason for authorizing certain things to be done that can clearly be done without the authorization of the bylaws, unless the intent is to specify the things of the same class that may be done, all others being prohibited. Thus, where Article IV, Section I of the Sample Bylaws (p. 585) lists certain officers, the election of other officers not named, such as a sergeant-at-arms, is prohibited."  (RONR, 11th ed., pp. 589-590)

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8 hours ago, Guest Matt said:

Our association's board created the position of sergeant at arms, which is not listed in our bylaws.

The Board then proceeded to appoint this position.

Q1.) Is this legal?  

Q2.) Is it addressed in RONR?

A1.) Yes. A board is free to create a "committee of one" for most any minor task. Even if that task is permanent or semi-permanent.

A2.) To create a new position which is NOT an officer position is certainly allowable. Your new sergeant-at-arms position will NOT be an "officer" position. But a board is free to create non-officer positions. In the parliamentary sense, each such non-officer position should be considered to be a "committee-of-one".

Some common examples of "committee-of-one" might be:

   • newsletter editor

   • Christmas Party coordinator

   • Continuing Education chair

That is, these are all one-man jobs. And more importantly, none of these one-man jobs are being done by an officer. The one-man jobs are just being performed by ordinary members of the organization, or ordinary members of the board.

The method of appointment for these one-man jobs would NOT be a formal election (as would be necessary for an officer position) but can be done as simply as an ordinary motion. -- For example, "I move that the board appoint Joe Shmo as Sergeant-at-Arms." It's that simple.

Nothing wrong with creating a position of sergeant-at-arms. Or "Newsletter Editor". Or "Christmas Party Coordinator."

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  • 1 year later...

Yes. -- RONR says that committees exist until their charges are executed fully.

• For a standing committee, they are never done, as their duty is to be at the ready, even if they have nothing at hand to do.

(I am thinking of "judicial committees", which have nothing to do all year, typically, but are alert for a charge coming their way.)

• For a special committee, they last until they give their final report, or until discharged (see motion "Discharge a Committee").

Thus, a newsletter editor, or a sergeant-at-arms, continues in his duty, until the appointing party says otherwise. -- By swapping personnel, or by eliminating the position completely (see "Amend Something Previously Adopted").

Or, when the duty is 100% executed, as would be the case for a Xmas Party Coodinator.

 

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On 3/26/2016 at 3:38 AM, Guest Matt said:

Our association's board created the position of sergeant at arms, which is not listed in our bylaws. The Board then proceeded to appoint this position. Is this legal?  Is it addressed in RONR?

 

On 3/26/2016 at 0:19 PM, Kim Goldsworthy said:

A1.) Yes. A board is free to create a "committee of one" for most any minor task. Even if that task is permanent or semi-permanent.

A2.) To create a new position which is NOT an officer position is certainly allowable. Your new sergeant-at-arms position will NOT be an "officer" position. But a board is free to create non-officer positions. In the parliamentary sense, each such non-officer position should be considered to be a "committee-of-one".

Some common examples of "committee-of-one" might be:

   • newsletter editor

   • Christmas Party coordinator

   • Continuing Education chair

That is, these are all one-man jobs. And more importantly, none of these one-man jobs are being done by an officer. The one-man jobs are just being performed by ordinary members of the organization, or ordinary members of the board.

The method of appointment for these one-man jobs would NOT be a formal election (as would be necessary for an officer position) but can be done as simply as an ordinary motion. -- For example, "I move that the board appoint Joe Shmo as Sergeant-at-Arms." It's that simple.

Nothing wrong with creating a position of sergeant-at-arms. Or "Newsletter Editor". Or "Christmas Party Coordinator."

I'm not sure that I agree fully with Mr. Goldsworthy's answer.  I believe we must first know, or ascertain, whether the BOARD has the authority to create such a "one man committee".  I suspect the Sergeant at Arms is expected to serve in such capacity at meetings of the general membership and not just at board meetings.  I'm not so sure this board has the authority to create such a position regardless of what it is called.

I'm interested in hearing what others think.

Edited to add:  My original post of about five minutes ago has been deleted, edited and hereby re-posted as edited.

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