Bylaw Amendment - Change in Title

[Deb Parm]

The board of directors recently voted to change the title of the Executive Secretary to Administrative Assistant. According to our bylaws, the board can make changes to our corporate manual. The corporate manual has been updated. However, the title of Executive Secretary still appears in our Bylaws. 

Does this title change require a membership vote to amend the bylaws?

[Chris Harrison]

Yes, the Bylaws should be amended. I'm not sure an amendment is required but having the same position with two different titles in two different documents can only lead to chaos and confusion eventually

[Transpower]

Based on RONR (11th ed.), p. 599, 1-12, the assembly could pass a motion authorizing the secretary to change "executive secretary" to "administrative assistant" in the bylaws.  The two terms are synonyms, and so I think this is a clerical matter.

[Dan Honemann]

In view of the fact that "Executive Secretary" is the title used in the bylaws, I doubt that the Board had the power to change it to "Administrative Assistant." I think such a change required an amendment to the bylaws.

[Guest Who's Coming to Dinner]

One expects to find officers and perhaps a few key executives defined in the bylaws. One does not expect to find mid- or low-level employees there.

[Richard Brown]

I agree with mr. Honemann. If the bylaws refer to this position as executive secretary, I think a bylaw amendment is required in order to change the title to Administrative Assistant.

Addressing the comment by dinner guest, it has been my experience that with most small and medium-sized nonprofit organizations, the executive secretary is the highest-ranking and often the only paid employee. Regardless of whether that person is considered a high level or low-level employee, if the position is defined in the bylaws, that is the way it should be referred to in other documents unless it is changed in the by-laws.