Duties of officers where the Bylaws are insufficiently detailed

[Guest Jim]

I was elected to my non-profit's board of directors in the special capacity of "Honorary Secretary-Treasurer" wherein the word "Honorary" is no doubt in consequence to my non-profit having many paid, full-time staff who number among them:

• A full-time, licensed professional accountant is the "Director" of finance and oversees the handling and care of funds, supervising a staff of about 5, and
  

• A "Board secretary" who is an executive secretary reporting to the CEO, and who
  
  • communicates with and notifies the Board members of the date and time of location of Board meetings, and
    
  • receives requests for agenda items, and
    
  • under the direction of the Chair of the Board, prepares the agenda and
    
  • organizes the materials in respect to the agenda, and
    

• One recording secretary, who
  
  • makes notes from which to prepare minutes, and
    
  • prepares a draft which I believe she supplies to the Chair of the Board, who I believe may direct modifications to the draft minutes prior to their being seen by the Board
    

none of which offices are identified in the bylaws.

What I am wondering is what entitlements I may be able to assert, with respect to any duties of the office of "Honorary Secretary-Treasurer" as may follow, by default, from RONR bearing in mind the following caveats from my bylaws which specify only that:

A. the Honorary Secretary-Treasurer shall be among the 5 Officers of the Board who, together with the Chair of the Board and two directors at large, comprise the Executive of the Board, and

B. the Honorary Secretary-Treasurer shall be a member of the Audit and Finance Committee, and

C. minutes of every meeting shall be prepared by the secretary of the meeting or by such other person as the meeting approves, and

D. the CEO shall ensure that minutes of all meetings of the Association, Board and Executive Committee are recorded and maintained, and

E. except where otherwise specifically provided in these Bylaws, the current edition of Robert’s Rules of Order Newly Revised shall govern all procedural matters at all meetings of the Association, the Board, the Executive Committee and all committees.

My specific questions are:

1. Absent the Society having defined the duties of the "Honorary Secretary-Treasurer" (or anyone else) beyond what is given above, would it be in order to assert myself as otherwise holding and entitled to any additional duties stipulated for these offices in RONR?

2. If the Board should assert that I am neither the secretary nor the treasurer as defined in RONR, has the Board the latitude to determine to whom those duties should fall, and / or that these duties need not be held by any identifiable person?

3. To the degree that the Board is entitled to make the kinds of decisions asked about in (2), what procedures must it follow in order for those decisions to be able to be considered properly taken, for example

• Board decisions that the preparation of the agenda be undertaken not by the Honorary Secretary Treasurer, but by the "Board secretary" in concert with the "Chair of the Board", assisted by a "Resolutions Committee" and
  
• that the person hired by the CEO to be the "recording secretary" provides her draft minutes solely to the Chair of the Board, who may direct the recording secretary as to any changes to be made in what is to be provided to the Board
  

4. Are the minutes of board and membership meetings and reports of committees required to conform to the requirements elaborated in RONR, or – if it is within the purview of the Board to decide the form of its minutes – what procedure is required of the Board to define any requirements that it may prefer?

As always, your forum replies are much appreciated.

[Josh Martin]

1. Absent the Society having defined the duties of the "Honorary Secretary-Treasurer" (or anyone else) beyond what is given above, would it be in order to assert myself as otherwise holding and entitled to any additional duties stipulated for these offices in RONR?

No. Normally, an honorary officer has only the right to speak in debate and attend meetings, and has no duties at all. See RONR, 11th ed., pg. 463, lines 21-27. Anything else will need to come from the Bylaws.

If the Board should assert that I am neither the secretary nor the treasurer as defined in RONR, has the Board the latitude to determine to whom those duties should fall, and / or that these duties need not be held by any identifiable person?

Yes to both questions for the Treasurer, yes to only the first question for the Secretary. The Secretary is one of the essential officers for a deliberative assembly.

To the degree that the Board is entitled to make the kinds of decisions asked about in (2), what procedures must it follow in order for those decisions to be able to be considered properly taken, for example

• Board decisions that the preparation of the agenda be undertaken not by the Honorary Secretary Treasurer, but by the "Board secretary" in concert with the "Chair of the Board", assisted by a "Resolutions Committee" and
  
• that the person hired by the CEO to be the "recording secretary" provides her draft minutes solely to the Chair of the Board, who may direct the recording secretary as to any changes to be made in what is to be provided to the Board
  

A standing rule would be sufficient for either of these purposes, if you insert "draft" before "agenda." See FAQ #14 for more information on how the actual agenda is adopted.

Are the minutes of board and membership meetings and reports of committees required to conform to the requirements elaborated in RONR, or – if it is within the purview of the Board to decide the form of its minutes – what procedure is required of the Board to define any requirements that it may prefer?

It is my opinion that a majority vote is sufficient for the board to add things to its minutes (although I believe it is generally unwise), but a special rule of order would be required if the board wished not to include some of the items required by RONR.

This is a somewhat dicey question on this forum, however, and I would stick around for other replies. If Mr. Elsman was still around he would strongly argue that any adjustment to the rules regarding the content of the minutes would require a special rule of order, and it's possible others may share his position.

[Guest Edgar]

. . . bearing in mind the following caveats from my bylaws which specify only that . . .

Well, your bylaws don't "only" specify what you've excerpted; they say a whole lot more. Which is why we avoid trying to interpret bylaws on this forum.

. . . has the Board the latitude to determine to whom those duties should fall, and / or that these duties need not be held by any identifiable person?

. . . yes to only the first question for the Secretary. The Secretary is one of the essential officers for a deliberative assembly.

Though I think that (absent something specific in the bylaws) the board would be able to name a (different) secretary pro tem for each meeting. The "office" is essential and the "officer" needs to be "identifiable" but I don't think RONR requires that the board have a permanent (capital "S") Secretary.

[Guest Jim]

No. Normally, an honorary officer has only the right to speak in debate and attend meetings, and has no duties at all. See RONR, 11th ed., pg. 463, lines 21-27. Anything else will need to come from the Bylaws.

I understand. It is simply that it seems strange to have an 'Honorary' office, whose occupant must be a full member of the society, absent any provision in the bylaws for non-honorary office.

[jstackpo]

"Strange" things show up in bylaws all the time.

(Especially when they are not written by parliamentarians, of course.)

[sMargaret]

Normally, an honorary officer has only the right to speak in debate and attend meetings, and has no duties at all. See RONR, 11th ed., pg. 463, lines 21-27. Anything else will need to come from the Bylaws.

An argument might be made that this particular office is a full board member, and the Honorary part is only as pertains to being "Secretary-Treasurer" - the real duties of Secretary and Treasurer are held by paid staff.

That will be up to your organization to interpret your bylaws. Or possibly to rewrite them, with better advice this time.

[Josh Martin]

Though I think that (absent something specific in the bylaws) the board would be able to name a (different) secretary pro tem for each meeting. The "office" is essential and the "officer" needs to be "identifiable" but I don't think RONR requires that the board have a permanent (capital "S") Secretary.

Agreed.

I understand. It is simply that it seems strange to have an 'Honorary' office, whose occupant must be a full member of the society, absent any provision in the bylaws for non-honorary office.

Yes, it is very strange. Nonetheless, the fact remains that RONR does not grant any additional duties to an Honorary Secretary-Treasurer. The rest is Bylaws interpretation. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

If your society does end up interpreting the Bylaws to determine that you are, in fact, the Secretary-Treasurer, the duties for those positions are discussed in RONR, 11th ed., pgs. 458-461.

[Rev Ed]

Here's a good question: Why don't you ask previous "Honorary Secretary-Treasurers" about what they did while in the post?

[Josh Martin]

Here's a good question: Why don't you ask previous "Honorary Secretary-Treasurers" about what they did while in the post?

It might be a start, but it's entirely possible (as is often the case) that the society has been doing it wrong for years.

Joking aside, I agree this is a good idea, but it doesn't necessarily settle the issue.

[Guest Jim]

Here's a good question: Why don't you ask previous "Honorary Secretary-Treasurers" about what they did while in the post?

The office is unusual in having been occupied, historically, for only (at most) one year. Each spring, the incumbent seeks election to the next position up our "ladder", one below President Elect, and is usually acclaimed into that position or, when challenged, defeated and unavailable. The one occupant that I did manage to ask confessed that as far as they could determine they had no role and that, while sitting on the Executive committee, they could not get clarity on whether and how the Executive's mandate was any different than the Board's.

As far as whether my society conforms to anything that would be considered "standard", it appears not. Our bylaws reference RONR only to the extent that it "shall govern all procedural matters at all meetings"; we refer to our annual general meeting of members as our "convention"; ordinary resolutions of the membership at general meetings, including proposed bylaws amendments, are treated as no more than advisory to our board; requests for previous notice to be issued in advance of general meetings have gone unactioned; the policies developed by the Board over the past few decades, as well as the terms of reference of committees, had nowhere been centrally collated; the 37 directors (more than 50% acclaimed) are elected by mail; and bylaws amendments are also voted on by mailed ballot, without a provision for deliberation.

As may not be surprising, many of these are things, I think, would be desirable to change. The dispersion of our membership across more than a quarter million square miles, the attendance rate of the annual meeting of less than one percent, the legislative requirement that our bylaws cannot be changed without the approval of at least 75% of voting members, and the practical challenge of trying to reach the membership on any matter not approved of by the Board is, I admit, somewhat of a challenge.

[Josh Martin]

As far as whether my society conforms to anything that would be considered "standard", it appears not. Our bylaws reference RONR only to the extent that it "shall govern all procedural matters at all meetings"; we refer to our annual general meeting of members as our "convention"; ordinary resolutions of the membership at general meetings, including proposed bylaws amendments, are treated as no more than advisory to our board; requests for previous notice to be issued in advance of general meetings have gone unactioned; the policies developed by the Board over the past few decades, as well as the terms of reference of committees, had nowhere been centrally collated; the 37 directors (more than 50% acclaimed) are elected by mail; and bylaws amendments are also voted on by mailed ballot, without a provision for deliberation.

If you stick around on this forum I'm afraid you'll find that many of these things are more standard than you think. In other words, your society isn't the only one that has many of these problems.

[sMargaret]

As far as whether my society conforms to anything that would be considered "standard", it appears not.

Actually, that does seem pretty standard - some peculiar rules and other rules not being followed? Sounds pretty standard to me.

(not to say that this is the preferred state of affairs...)