Board decision versus membership decision

[Guest Laura]

I would like to have a clarification on whether or not something should be a Board decision or can be brought up and voted on at a general meeting.

Problem: Secretary decides she no longer wishes to be the recording and corresponding secretary because she doesn't feel comfortable taking notes. Although the bylaws state she needs to submit her resignation in writing to the Board, she ignores this portion of the bylaw. At a general meeting, she makes her announcement and poses to the general membership that she would like to split the position into two: recording and corresponding. She decides she would like to be corresponding. She on her own, calls for a motion to split the position into two positions, and asks for a vote. The President of the Club no longer had control of the meeting, the membership does not question the decision by the secretary and they vote.

I believe this secretary did not follow the bylaws and that the entire decision should have been brought to the Board for discussion and the membership did not have the power to chance an Office which is an elected office of the club.

Am I correct in my thinking?

Thank you for any clarification on this topic.

[J. J.]

Unless the bylaws so provide, the secretary can neither split positions or chose one.

[David A Foulkes]

Assuming the bylaws define the officers of the club, it will take a bylaw amendment to create two new secretarial positions from the one that exists now. Typically, the membership votes on the bylaw amendments, not the Board. Your bylaws should contain an article describing how they can be amended, so check them for that.

Until then, all is as it was. This secretary has not changed positions, nor resigned.

[Trina]

I would like to have a clarification on whether or not something should be a Board decision or can be brought up and voted on at a general meeting.

Problem: Secretary decides she no longer wishes to be the recording and corresponding secretary because she doesn't feel comfortable taking notes. Although the bylaws state she needs to submit her resignation in writing to the Board, she ignores this portion of the bylaw. At a general meeting, she makes her announcement and poses to the general membership that she would like to split the position into two: recording and corresponding. She decides she would like to be corresponding. She on her own, calls for a motion to split the position into two positions, and asks for a vote. The President of the Club no longer had control of the meeting, the membership does not question the decision by the secretary and they vote.

I believe this secretary did not follow the bylaws and that the entire decision should have been brought to the Board for discussion and the membership did not have the power to chance an Office which is an elected office of the club.

Am I correct in my thinking?

Thank you for any clarification on this topic.

In the situation you describe, your initial question (board decision vs. membership decision) is off the mark. As others have explained, neither assembly could properly take the action that was taken. The bylaws amendment process would have to be followed. I suppose the secretary's problems could have been 'brought to the Board for discussion' -- but the Board could not have made this particular decision (splitting the position of Secretary in half) any more than the general membership could.

...

Until then, all is as it was. This secretary has not changed positions, nor resigned.

Yes, the actions taken are null and void. I suppose it will take another general membership meeting to make the official determination (via a point of order) that those actions previously taken by the general membership are null and void. I mean that the Board can't just make the determination at their next meeting that the membership vote was improper (even if the situation is black and white according to the rules).

edited to add:

Mr. Wynn makes a good point -- check to see if the membership's decision actually does fit your organization's prescribed bylaws amendment process. It's always possible. I have to say, I'm uneasy about the possibility of amending the bylaws by a process where no one ever comes right out and says, "We are amending our bylaws by this vote."

[Tim Wynn]

Assuming the bylaws define the officers of the club, it will take a bylaw amendment to create two new secretarial positions from the one that exists now. Typically, the membership votes on the bylaw amendments, not the Board. Your bylaws should contain an article describing how they can be amended, so check them for that.

Until then, all is as it was. This secretary has not changed positions, nor resigned.

It sounds like the assembly voted on the matter, and if the bylaws allow for their amendment by the assembly without notice, the assembly may have amended them with that vote, by creating a new office of corresponding secretary. But this is another example where we probably don't have a clue what really happened from a parliamentary standpoint.

I suppose a little training on taking minutes could have settled the secretary's troubles, though.

[David A Foulkes]

.... if the bylaws allow for their amendment by the assembly without notice...

That's a big if, of course.

So, you have no problem with the secretary taking over the meeting, ostensibly making a motion (to amend the bylaws, though I'd guess not put that way) as well as putting the question, and presumably announcing the result, not to mention appointing herself corresponding secretary, before turning the meeting back over to the president?

[Tim Wynn]

That's a big if, of course.

So, you have no problem with the secretary taking over the meeting, ostensibly making a motion (to amend the bylaws, though I'd guess not put that way) as well as putting the question, and presumably announcing the result, not to mention appointing herself corresponding secretary, before turning the meeting back over to the president?

The problem I have with it is as big as the "if" that introduced it. My underlying point is that what actually happened may be very different from what one witness perceived.

[sMargaret]

So, you have no problem with the secretary taking over the meeting, ostensibly making a motion (to amend the bylaws, though I'd guess not put that way) as well as putting the question, and presumably announcing the result, not to mention appointing herself corresponding secretary, before turning the meeting back over to the president?

I do wonder what the person who was supposedly chairing the meeting was doing during the process. Having inadvertently ended up in the position of running a section of the meeting without being the chair myself (chairing the bylaws committee, reviewing revisions before vote, chair just kind of gestured at me to run that section of the meeting) - I may be in some sympathy with the secretary.

The chair has a number of methods of retaining control of the meeting. If none of them were used, presumably there was implicit permission granted for the secretary to continue as she did?

I will note that bringing forward a motion is something that any member can do, and the secretary wasn't actually resigning - she was changing her job description, while continuing to perform some of the duties she was elected to do. I don't know if this was an attempt to change the job description for all future holders of the position, or just an attempt for this year, or even if the elected officers can currently share positions (co-Secretary, broken down in a logical fashion).

[Guest Edgar]

. . . or even if the elected officers can currently share positions (co-Secretary, broken down in a logical fashion).

Well they can't in RONR-Land and that's what we're concerned with on this forum. I would have thought this was a pretty open-and-shut case but I frequently underestimate the speculative powers of our members.

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