Are Standing Committees Proceedings of a Not-For-Profit Corporation?

[Guest Joe Laleman]

According to our by-laws, our Executive Secretary is ex-officio, Secretary to the Board of Directors and shall record all the proceedings of the Corporation and its Board of Directors.  Should the Executive Secretary attend and record the meetings of the standing committees created by the President of the Board of Directors?  Are standing committees considered part of the proceedings of the Corporation?  If so or not, can someone give me a reference to where I can find the designation in Robert's Rules of Order?

 

Thanks!

Joe Laleman

[Timothy]

I would not normally think so, but it isn't up to me to interpret your bylaws. I would certainly feel sorry for the Executive Secretary if they had to attend every committee meeting. Depending on the Corporation, that could be a full time job in itself.

[Gary Novosielski]

According to our by-laws, our Executive Secretary is ex-officio, Secretary to the Board of Directors and shall record all the proceedings of the Corporation and its Board of Directors.  Should the Executive Secretary attend and record the meetings of the standing committees created by the President of the Board of Directors?  Are standing committees considered part of the proceedings of the Corporation?  If so or not, can someone give me a reference to where I can find the designation in Robert's Rules of Order?

 

Thanks!

Joe Laleman

 

That would certainly be an unusual interpretation.  Most committees do not even keep minutes.  Besides, what if several committees met at the same time?  

[Josh Martin]

Should the Executive Secretary attend and record the meetings of the standing committees created by the President of the Board of Directors?

It's up to your organization to interpret its own bylaws.

Are standing committees considered part of the proceedings of the Corporation?

I don't know. It's your society's rule.

If so or not, can someone give me a reference to where I can find the designation in Robert's Rules of Order?

There's some Principles of Interpretation in RONR, 11th ed., pgs. 588-591.

For what it's worth, I'd personally suggest that "proceedings of the Corporation" refers only to meetings of the Corporation's membership. If it was meant to refer to the meetings of the Corporation and all of its subordinate bodies, then there would be no need to add "and its Board of Directors."

[Richard Brown]

For what it's worth, I'd personally suggest that "proceedings of the Corporation" refers only to meetings of the Corporation's membership. If it was meant to refer to the meetings of the Corporation and all of its subordinate bodies, then there would be no need to add "and its Board of Directors."

I think the duties do extend to meetings of the board of directors since the bylaws expressly say so.  But I agree that committee meetings are probably outside the scope of his duties.  It is ultimately a matter for the corporation itself to decide.

[Josh Martin]

I think the duties do extend to meetings of the board of directors since the bylaws expressly say so.  But I agree that committee meetings are probably outside the scope of his duties.  It is ultimately a matter for the corporation itself to decide.

Yes, of course the duties extend to meetings of the board of directors because the bylaws expressly say so. That's my point. If "proceedings of the Corporation" included the board and committees, there wouldn't be a need to specifically mention the board.

[Richard Brown]

Yes, of course the duties extend to meetings of the board of directors because the bylaws expressly say so. That's my point. If "proceedings of the Corporation" included the board and committees, there wouldn't be a need to specifically mention the board.

I agree.  I only mentioned the board of directors because your statement in post # 4 seems to refer only to the membership and not to the board:  ". . .I'd personally suggest that "proceedings of the Corporation" refers only to meetings of the Corporation's membership."

 

I interpreted that statement as excluding the board.  I apologize if I misinterpreted what you were trying to say.

[Shmuel Gerber]

I agree.  I only mentioned the board of directors because your statement in post # 4 seems to refer only to the membership and not to the board:  ". . .I'd personally suggest that "proceedings of the Corporation" refers only to meetings of the Corporation's membership."

 

I interpreted that statement as excluding the board.  I apologize if I misinterpreted what you were trying to say.

 

You see, this is why we aren't supposed to interpret bylaws. 

However, I think you are still missing the point Mr. Martin was making. As stated by the OP, the rule is that the "Executive Secretary . . . shall record all the proceedings of the Corporation and its Board of Directors."

So, if "proceedings of the Corporation" included the proceedings of subordinate entities (including the board and all standing committees), then the words "and its Board of Directors" would make no sense.

[Guest Joe Laleman]

To all,

Thanks for your input and opinions about my question.  It's unfortunate that the by-laws were not written to prevent confusion.

Best,

Joe Laleman