Officer positions

[Guest Joe C]

With Officers comprised of a Pres, V Pres, Treasurer and Secretary, is an Assistant Secretary an appropriate position as an officer?

[George Mervosh]

It's fine if the bylaws authorize one.  If they don't you'll have to amend the bylaws to provide for such a position.

[Gary Novosielski]

9 hours ago, Guest Joe C said:

With Officers comprised of a Pres, V Pres, Treasurer and Secretary, is an Assistant Secretary an appropriate position as an officer?

You can have an assistant secretary, probably even without amending the bylaws, but you can't have the assistant secretary be an officer without amending the bylaws.

[Steven Britton]

Generally, I would agree with Mr. Mervosh's analysis, and disagree with with Mr. Novsielski's analysis.

The reasoning lies with Principle of Interpretarion #4, pp. 589, l, 33 - 590, l.-8,  that states:

If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited. There is a presumption that nothing has been placed in the bylaws without some reason for it. There can be no valid reason for authorizing certain things to be done that can clearly be done without the authorization of the bylaws, unless the intent is to specify the things of the same class that may be done, all others being prohibited. Thus, where Article IV, Section I of the Sample Bylaws (p. 585) lists certain officers, the election of other officers not named, such as a sergeant-at-arms, is prohibited.

IMO, the particular bylaws would need to somehow authorize the appointment of assistant officers, or more specifically, an assistant secretary.

 

[Gary Novosielski]

26 minutes ago, Steven Britton said:

Generally, I would agree with Mr. Mervosh's analysis, and disagree with with Mr. Novsielski's analysis.

The reasoning lies with Principle of Interpretarion #4, pp. 589, l, 33 - 590, l.-8,  that states:

If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited. There is a presumption that nothing has been placed in the bylaws without some reason for it. There can be no valid reason for authorizing certain things to be done that can clearly be done without the authorization of the bylaws, unless the intent is to specify the things of the same class that may be done, all others being prohibited. Thus, where Article IV, Section I of the Sample Bylaws (p. 585) lists certain officers, the election of other officers not named, such as a sergeant-at-arms, is prohibited.

IMO, the particular bylaws would need to somehow authorize the appointment of assistant officers, or more specifically, an assistant secretary.

 

Nothing I said was intended to imply that assistant officers (your term) were actually officers, so I don't believe the quoted language is applicable.

I see no prohibition in RONR for appointing one or more individuals of non-officer status whose task it is to assist the secretary in the performance of the duties of the office.  The same goes for assistant treasurers, bookkeepers, membership clerks. facilities managers, and the like.

[Josh Martin]

For those who are interested, there was a debate on a similar topic a while back, although the facts were somewhat different. In that situation, the bylaws did specify an Assistant Treasurer position (but no other assistant positions).

1 hour ago, Steven Britton said:

Generally, I would agree with Mr. Mervosh's analysis, and disagree with with Mr. Novsielski's analysis.

The reasoning lies with Principle of Interpretarion #4, pp. 589, l, 33 - 590, l.-8,  that states:

If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited. There is a presumption that nothing has been placed in the bylaws without some reason for it. There can be no valid reason for authorizing certain things to be done that can clearly be done without the authorization of the bylaws, unless the intent is to specify the things of the same class that may be done, all others being prohibited. Thus, where Article IV, Section I of the Sample Bylaws (p. 585) lists certain officers, the election of other officers not named, such as a sergeant-at-arms, is prohibited.

IMO, the particular bylaws would need to somehow authorize the appointment of assistant officers, or more specifically, an assistant secretary.

I personally concur with Mr. Novosielski that the organization is free to appoint an Assistant Secretary, but this position would not be an officer position.

It is certainly correct that the only way to have the Assistant Secretary as an officer (as the OP originally asked for) would require an amendment to the bylaws.

[Richard Brown]

I agree with Mr. Novosielski and Mr. Martin in the sense that the society can appoint people to assist various officers with their duties. These assistants would certainly not be officers unless authorized in the bylaws, but I believe the society can call them anything it wants to, whether it be Penultimate Pubah, Gopher or Assistant Secretary. The key, in my opinion, is that no matter what you call them, they are not officers.

Edited to add: after reading the thread referred to by Mr. Martin, perhaps the best ttitle for this assistant to the secretary, if he is to have a title, is "Secretary's Assistant". 

Edited December 20, 2016 at 03:42 AM by Richard Brown
Added last paragraph

[George Mervosh]

22 hours ago, Guest Joe C said:

With Officers comprised of a Pres, V Pres, Treasurer and Secretary, is an Assistant Secretary an appropriate position as an officer?

Yeah, the original question was about making them an officer, but Josh and Gary seemed to cover the rest.

[Steven Britton]

 

9 hours ago, George Mervosh said:

Yeah, the original question was about making them an officer, but Josh and Gary seemed to cover the rest.

I'm still not buying Mr. Novesielski's analysis. We have no way of knowing what else is contained in in OP Joe C's bylaws. Often, bylaws contain detailed particular duties assigned to particular offices. We have no way to determine whether Joe's particular bylaws would allow for particular duties to be given to an assistant, without additional analysis.

[Richard Brown]

1 hour ago, Steven Britton said:

 

I'm still not buying Mr. Novesielski's analysis. We have no way of knowing what else is contained in in OP Joe C's bylaws. Often, bylaws contain detailed particular duties assigned to particular offices. We have no way to determine whether Joe's particular bylaws would allow for particular duties to be given to an assistant, without additional analysis.

Well, in that case, this is a matter if bylaws interpretation, something only Guest Joe's organization itself can do.   I think we can safely say, however, that nothing in RONR, in and of itself, prohibits a body from selecting someone to assist various officers with their duties.  Any prohibition would have to come from a provision in the bylaws.

[Steven Britton]

32 minutes ago, Richard Brown said:

Well, in that case, this is a matter if bylaws interpretation, something only Guest Joe's organization itself can do.   I think we can safely say, however, that nothing in RONR, in and of itself, prohibits a body from selecting someone to assist various officers with their duties.  Any prohibition would have to come from a provision in the bylaws.

That, I can agree with.

[Josh Martin]

1 hour ago, Steven Britton said:

I'm still not buying Mr. Novesielski's analysis. We have no way of knowing what else is contained in in OP Joe C's bylaws. Often, bylaws contain detailed particular duties assigned to particular offices. We have no way to determine whether Joe's particular bylaws would allow for particular duties to be given to an assistant, without additional analysis.

Okay, but saying that it may not be possible to delegate certain duties and saying that the Secretary can't have an assistant at all are very different things.

[Steven Britton]

6 minutes ago, Josh Martin said:

Okay, but saying that it may not be possible to delegate certain duties and saying that the Secretary can't have an assistant at all are very different things.

 

On ‎12‎/‎19‎/‎2016 at 8:35 PM, Gary Novosielski said:

Nothing I said was intended to imply that assistant officers (your term) were actually officers, so I don't believe the quoted language is applicable.

I see no prohibition in RONR for appointing one or more individuals of non-officer status whose task it is to assist the secretary in the performance of the duties of the office.  The same goes for assistant treasurers, bookkeepers, membership clerks. facilities managers, and the like.

If the bylaws provide for non officer assistant treasurers, book keepers, memberships clerks, and are silent about non-officer assistant secretary's?

[Joshua Katz]

Then you can't have an assistant secretary, but you can have people who assist the secretary.  There is a difference between helping out with a task and holding a position.

[Kim Goldsworthy]

Analogy.

If I were a secretary-treasurer (a defined officer position in the bylaws), and if I chose to . . .:

(a.) have my aunt do the typing of minutes,

(b.) have my uncle do the spreadsheet for the budget,

(c.) have my sister do the slides/projections for my visual aid presentation,

(d.) have my brother type set the flyers, rosters, agendas, and program booklets,

. . . then there is still only one officer (me).

Despite my uncle holding the title of "Lord High Executioner" and my aunt bearing the title, "Grand Poo-Bah", neither my uncle nor my aunt are elected, bylaws-defined, fixed-term-of-office officers in my organization.

 

[Josh Martin]

17 hours ago, Steven Britton said:

If the bylaws provide for non officer assistant treasurers, book keepers, memberships clerks, and are silent about non-officer assistant secretary's?

Then whether it is permissible to appoint an Assistant Secretary will be a more difficult question, but so far, there is nothing to indicate that the bylaws provide for any such thing.

17 hours ago, Godelfan said:

Then you can't have an assistant secretary, but you can have people who assist the secretary.  There is a difference between helping out with a task and holding a position.

Sure, but the question the OP asked was whether they can have an Assistant Secretary. I don't think anyone doubts that people can assist the Secretary with some of his tasks.