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Guest Corporate Sec

Authority of Corporate Secretary

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Guest Corporate Sec

As Corporate Secretary (and an Officer) of my Association I am wondering what my authority is when it comes to internal operational issues is in the absence of the President. I understand that I primarily have the role to report to the Board but there is a situation that happened recently that I am concerned with.

Without having a hierarchy (decision making power) spelled out out on paper the management team is at a loss when it comes to making decisions in the absence of the President. There has been a serious safety issue in the office and when the President is not here it is unclear who has the power to make decisions that affect the employees and Association. This issue is something that has to be dealt with immediately and cannot wait until the President is back in the office.

There is a CFO and management team in-house. It doesn't seem that the CFO wants to use his authority and I feel a certain sense of responsibility, do I have any authority here?

Can you help with some clarification? Thank you!

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As Corporate Secretary (and an Officer) of my Association I am wondering what my authority is when it comes to internal operational issues is in the absence of the President. I understand that I primarily have the role to report to the Board but there is a situation that happened recently that I am concerned with.

Without having a hierarchy (decision making power) spelled out out on paper the management team is at a loss when it comes to making decisions in the absence of the President. There has been a serious safety issue in the office and when the President is not here it is unclear who has the power to make decisions that affect the employees and Association. This issue is something that has to be dealt with immediately and cannot wait until the President is back in the office.

There is a CFO and management team in-house. It doesn't seem that the CFO wants to use his authority and I feel a certain sense of responsibility, do I have any authority here?

Can you help with some clarification? Thank you!

You will have to consult your bylaws (or higher governing documents) to see what authority each officer has outside a meeting. RONR deals chiefly with the conduct inside a meeting.

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Since RONR doesn't cover what a Corporate Secretary can or cannot do (such an officer doesn't even exist under RONR) you will have to look to your governing documents to determine what authority you do have.

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Guest Corporate Sec

Thank your for your replies. Unfortunately, we don't have higher governing documents. Our by-laws only state that the following as function of the CS -

"The Corporate Secretary shall act as clerk at meetings of the Board to record votes and minutes. The

Corporate Secretary shall give or cause to be given notices of meetings and shall perform such other duties as

the Board may specify."

Does this mean that there are no other responsibilities or authorities of the CS? Thank you.

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Does this mean that there are no other responsibilities or authorities of the CS?

No. From what you cited the bylaws impose two concrete duties on the CS and then whatever other duties the Board wants to give the CS. So you will need to look to the Board minutes to determine what (if any) additional duties the Board may have given the CS in the past (hopefully the Board doesn't meet often since they could have imposed duties to the CS at the very first meeting after the provision was adopted which very well could have been years or decades ago).

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Thank your for your replies. Unfortunately, we don't have higher governing documents. Our by-laws only state that the following as function of the CS -

"The Corporate Secretary shall act as clerk at meetings of the Board to record votes and minutes. The

Corporate Secretary shall give or cause to be given notices of meetings and shall perform such other duties as

the Board may specify."

Does this mean that there are no other responsibilities or authorities of the CS? Thank you.

An officer has only the authority given to him.

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I will also point out that your bylaws, presumably, grant some very specific authority to the President (is this the president of your board), in order for this person to have the authority to make decisions.

The actual hierarchy is that the general membership has all the decision making power, but may delegate this to others between meetings. In some associations, it's delegated to the board (as a whole). In others, it would be delegated to the executive director, who may be the sole employee of the board, but in turn has employees underneath him or her.

If there's employees and a management team, what you may have is a HR issue, not a RONR issue.

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