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Assigning an assistant to help the VP


Louise

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Our board is considering assigning an assistant to the VP to help him with the duties outlined for him in the bylaws. (Some of those duties involve dealing with confidential and sometimes senstive personal information of various members.)

While our bylaws allow for an assistant to be assigned to help the Treasurer, there is nothing in the bylaws that allow for or prohibit the assignment of an assistant to the VP.

Some members of the board believe it would be good for the VP to have an assistant because he doesn't have the time for his duties right now.

Others believe that doing so might contravene our bylaws (since the VP has never had a "committee" underneath him before) and that if he doesn't have the time for his duties, then we should find someone who does.

Is there, by chance, anything in RONR that would "disallow" the assigning of an assistant to an officer?

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Basically, an assistant is like a employee. There is no prohibition on it in RONR, though any duties would still be the responsibility of the officer.

Thank you. I thought that was going to be the answer.

(It would have been far simpler if there *was* a prohibition. Alas, we'll just have to figure this one out ourselves...I told them I'd ask, though. Mission complete.)

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Our board is considering assigning an assistant to the VP . . .

While our bylaws allow for an assistant to be assigned to help the Treasurer, there is nothing in the bylaws that allow for or prohibit the assignment of an assistant to the VP.

Basically, an assistant is like a employee.

Really?

Thank you. I thought that was going to be the answer.

I'm not sure that the bylaw provision for an assistant to the treasurer doesn't, by its specificity (and the Principles of Interpretation), thereby prohibit (absent an amendment to the bylaws) assistants to other officers.

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Really?

I'm not sure that the bylaw provision for an assistant to the treasurer doesn't, by its specificity (and the Principles of Interpretation), thereby prohibit (absent an amendment to the bylaws) assistants to other officers.

Oh, Mr. Edgar, you are making me hopeful.

Of course, I expect the next thing you're going to say is that it's up to the general membership to interpret this, right? ;)

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I agree with Edgar. See p. 589, line 33 through p. 590, line 9.

That is very helpful. Thank you.

Since that is in the "principles of interpretation" section, though, would I be correct in assuming that our bylaws must be interpreted first with regard to this specific question?

If so, am I correct in surmising that the general membership - not the board - is the body that should do that interpreting? (i.e. Would it be out of order for the board to assign an assistant to the VP before taking this to the general membership for its input on this question?)

Or am I just overthinking this whole thing? :)

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Is there, by chance, anything in RONR that would "disallow" the assigning of an assistant to an officer?

No.

I'm not sure that the bylaw provision for an assistant to the treasurer doesn't, by its specificity (and the Principles of Interpretation), thereby prohibit (absent an amendment to the bylaws) assistants to other officers.

That's quite clever, but I think it's more likely that the Assistant Treasurer is an officer of some sort. I doubt that would prevent the board from appointing other assistants, but they would not be officers.

It is, of course, ultimately up to the society to interpret its own Bylaws.

Since that is in the "principles of interpretation" section, though, would I be correct in assuming that our bylaws must be interpreted first with regard to this specific question?

Yes.

If so, am I correct in surmising that the general membership - not the board - is the body that should do that interpreting? (i.e. Would it be out of order for the board to assign an assistant to the VP before taking this to the general membership for its input on this question?)

Yes.

That's not to say the board can't appoint the assistant first, but this seems unwise since the general membership may later find this was out of order.

Or am I just overthinking this whole thing? :)

Yes. There's a simpler way to achieve your objective. Adopt a motion prohibiting the board from appointing an assistant to the VP. If the board beats you to the punch, you can also rescind the board's appointment of an assistant to the VP. See Official Interpretations 2006-12 and 2006-13.

Unless your rules say otherwise, the general membership is the board's boss. Even if the Bylaws allow the board to appoint an assistant to the VP, that doesn't mean you need to let them.

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That's quite clever, but I think it's more likely that the Assistant Treasurer is an officer of some sort. I doubt that would prevent the board from appointing other assistants, but they would not be officers.

Actually, the Assistant Treasurer is not on officer of any sort.

It is, of course, ultimately up to the society to interpret its own Bylaws.

Yep, I think this is starting to sink in.

That's not to say the board can't appoint the assistant first, but this seems unwise since the general membership may later find this was out of order.

Yes. There's a simpler way to achieve your objective. Adopt a motion prohibiting the board from appointing an assistant to the VP. If the board beats you to the punch, you can also rescind the board's appointment of an assistant to the VP. See Official Interpretations 2006-12 and 2006-13.

Interesting. But at first glance, that seems kind of...I dunno...mean. Or at least adversarial. Sigh.

At any rate, thank you. I will continue to ponder this.

And thank you for directing me to the Official Interpretations as well.

Unless your rules say otherwise, the general membership is the board's boss. Even if the Bylaws allow the board to appoint an assistant to the VP, that doesn't mean you need to let them.

Our rules most definitely do not say otherwise, so yes, the general membership is definitely the board's boss. I'm certain that every board member - past and present - is very aware of that fact.

In fact, I believe - strongly - that the people who are now on the board really do want to learn the rules and follow them. Which is why I don't want to be overly adversarial. (Although I'm quite willing to be a lone voice speaking out as the need arises.)

Of course, they're stuck with me as their fearless leader in the rules department, so it could be a bit of a bumpy road. ;)

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Actually, the Assistant Treasurer is not on officer of any sort.

Well, that will teach me to disagree with Edgar and Ms. Rempel. Based on that, I'd say it is quite possible that the Bylaws implicitly prohibit the appointment of an assistant to the VP, although a careful review of the Bylaws will be necessary to say for sure.

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Well, that will teach me to disagree with Edgar and Ms. Rempel. Based on that, I'd say it is quite possible that the Bylaws implicitly prohibit the appointment of an assistant to the VP, although a careful review of the Bylaws will be necessary to say for sure.

And (apologies for beating a dead horse, but I know this will be asked) is the review of the Bylaws done by the general membership still, even if the appointment of an assistant to the VP might be implicitly prohibited by said bylaws?

Most people don't survive even one disagreement with Ann Rempel. You're a lucky lucky man. :)

I thought Ms. Rempel seemed very kind, actually. ;)

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Really?

I'm not sure that the bylaw provision for an assistant to the treasurer doesn't, by its specificity (and the Principles of Interpretation), thereby prohibit (absent an amendment to the bylaws) assistants to other officers.

Yes, really. The bylaws prohibit creating an office of Assistant Treasurer, but they do not prohibit the treasurer from having help in carrying out those duties.

For example, the secretary may be responsible for mailing out notices. That would not the Secretary from directing a member of the staff to address the envelopes, put the notices in them, and carry them to the post office. It is still the Secretary's responsibility to see that it is done.

The citation of pp. 589-90 would not apply, unless there was an assignment of those duties to the assistant.

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Yes, really. The bylaws prohibit creating an office of Assistant Treasurer, but they do not prohibit the treasurer from having help in carrying out those duties.

For example, the secretary may be responsible for mailing out notices. That would not the Secretary from directing a member of the staff to address the envelopes, put the notices in them, and carry them to the post office. It is still the Secretary's responsibility to see that it is done.

The citation of pp. 589-90 would not apply, unless there was an assignment of those duties to the assistant.

If that is all it takes for acquiring an assistant to the secretary, then why did the bylaws writer/adopters include an assistant to the treasurer? Hmmm?

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If that is all it takes for acquiring an assistant to the secretary, then why did the bylaws writer/adopters include an assistant to the treasurer? Hmmm?

We would have to ask them, and with any luck, they are unavailable, having fled down to the United States or some other country that would refuse to return them to a civilized nation.

Either way, do you think that providing in the bylaws for an assistant treasurer really forbids the secretary from having her granddaughter lick the stamps and envwelopes? Hmmm?

(I like to encourage MIdwesterners to hum, it reminds me of a Coke jingle.)

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If that is all it takes for acquiring an assistant to the secretary, then why did the bylaws writer/adopters include an assistant to the treasurer? Hmmm?

It is not an officer position. A society might acquire a building create a committee (or officer) to maintain the building. While that committee (or officer) may be charged with keeping the building clean, the bylaws would not have to authorize the position of janitor (though the society would have to authorize the hiring). Likewise, a society may hire a parliamentarian to help the president (an officer) conduct his duties, even if not mentioned in the bylaws.

A society cannot create an officer, when those are specified in the bylaws. It can hire, or use volunteers, to help that officer carry out his duties, provided that the officer is still responsible for carrying out those duties.

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And (apologies for beating a dead horse, but I know this will be asked) is the review of the Bylaws done by the general membership still, even if the appointment of an assistant to the VP might be implicitly prohibited by said bylaws?

Yes.

It is not an officer position. A society might acquire a building create a committee (or officer) to maintain the building. While that committee (or officer) may be charged with keeping the building clean, the bylaws would not have to authorize the position of janitor (though the society would have to authorize the hiring). Likewise, a society may hire a parliamentarian to help the president (an officer) conduct his duties, even if not mentioned in the bylaws.

A society cannot create an officer, when those are specified in the bylaws. It can hire, or use volunteers, to help that officer carry out his duties, provided that the officer is still responsible for carrying out those duties.

I entirely agree that, if the Bylaws were silent on this issue, the assembly could appoint an Assistant Vice President, who would not be an officer. The assembly could also appoint an Assistant Treasurer.

The Bylaws specifically mention the appointment of an Assistant Treasurer, however, and it is apparently not an officer position. Under the Principles of Interpretation in RONR, we assume that everything is in the Bylaws for a reason. There is no reason to authorize the assembly to do something it could already do. Therefore, the point of placing the Assistant Treasurer in the Bylaws must be so that no other assistants to officers may be appointed.

This seems no different than the rules regarding standing committees. If the Bylaws are silent, an assembly can create all the standing committees it wants. If the Bylaws specify certain standing committees, however, then no other standing committees may be created.

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The Bylaws specifically mention the appointment of an Assistant Treasurer, however, and it is apparently not an officer position. Under the Principles of Interpretation in RONR, we assume that everything is in the Bylaws for a reason. There is no reason to authorize the assembly to do something it could already do. Therefore, the point of placing the Assistant Treasurer in the Bylaws must be so that no other assistants to officers may be appointed.

I think that would apply to the office in particular, not "all officers," unless the bylaws would so specify. The assembly could not create a "Second Assistant Treasurer." The Assistant Treasurer is specific to the office of Treasurer and not of the same class of assistants to other officers.

This seems no different than the rules regarding standing committees. If the Bylaws are silent, an assembly can create all the standing committees it wants. If the Bylaws specify certain standing committees, however, then no other standing committees may be created.

To use a standing committee analogy, the bylaws might specify a specific standing committee, Committee A, have a clerk. That would not prevent another committee, either standing or special, from designating one of its members as clerk or secretary.

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If that is all it takes for acquiring an assistant to the secretary, then why did the bylaws writer/adopters include an assistant to the treasurer? Hmmm?

So far, we (not including Louise) have very little idea what the bylaws adopters included, but maybe they did so in order to prevent the assembly from adopting a motion, similar to what Josh Martin suggested earlier, prohibiting the board from appointing an assistant to the treasurer. Hmmm...

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Then why is he called the Assistant Treasurer and not the treasurer's assistant?

Actually he/she is technically called the Financial Secretary, and he/she is appointed by the board as deemed necessary. Right now, we don't have one.

Can an officer be optional? I assumed not, but perhaps I was wrong.

So far, we (not including Louise) have very little idea what the bylaws adopters included, but maybe they did so in order to prevent the assembly from adopting a motion, similar to what Josh Martin suggested earlier, prohibiting the board from appointing an assistant to the treasurer. Hmmm...

Well, I'm not sure the bylaws adopters had an assistant (or non-assistant) to the other officers in mind, actually. We just knew that sometimes the Treasurer would need one due to the scope of his/her duties...

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