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I am a municipal clerk working for a large special-purpose agency governed by a small board of elected officials. Our bylaws call for an office of secretary from among our statutorily elected board and they assign to the secretary the usual duties to prepare and maintain records of the board's proceedings, including the minutes, along with other typical secretarial responsibilities. It is a matter of longstanding practice that the secretary signs the minutes of the board upon their approval, which is consistent with RONR sections 47 and 48. However, with the exception of occasionally serving as presider pro tempore, it is not the elected secretary who does any of this work, nor is there an active role in our staffing structure for the secretary directly to coordinate my performance of these duties as a delegate. As we review the board's bylaws for revision, I am unsure of how to reconcile the disparity between the titular office of secretary as a member of a board I serve but on which I do not sit, and the actual performance of the secretary's functions, which are integral to the fabric of the rest of our bylaws. Are there other contributors to this forum with a similar conundrum and how have you dealt with it as pertains to how your bylaws identify the roles of the officers of your board? Thank you.

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You might state that the secretary has the responsibility of submitting the draft minutes to the board.  That way, formally, your staff would prepare the minutes, and submit them to the secretary to review and them submit them to the board.  Keep in mind that the secretary can say, "Change this."

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