Conflict of Interest - Resignation of Secretary

[Guest Jessica B]

Hi! Brand new parliamentarian here. Our Secretary resigned and the board made/approved a motion to formally accept said resignation. The questions that the board presented to me to determine are:

1. Is it a conflict of interest for the President to 'absorb' the Secretary position for the remainder of the term.? (5 more months)
2. Is YES - can the President simply appoint an interim Secretary or does there need to be a special election held?

According to our bylaws/procedure manual "In the event an officer position becomes vacant, by resignation or otherwise, the President shall appoint an interim officer with the approval of the board of directors to serve the remainder of the term." 

After spending quite a bit of time in our bylaws/procedure manual as well as Robert's Rules of Order, I am of the opinion that a Secretary DOES need to be appointed and should/can not not be absorbed by another member of the board. 

Does anyone have any additional input/insight that may assist with this particular conundrum? Our bylaws are not clear and I'm not finding a lot in RONR to fill in the gap for me.

Thanks in advance.

[J. J.]

The office cannot be "absorbed."

It will be necessary for the president to appoint some eligible individual to be approved by the board.

Unless your bylaws prohibit one person from holding more than one office, the president could appoint himself to the position,if the board approves. 

[Richard Brown]

On 1/18/2019 at 9:00 AM, J. J. said:

Unless your bylaws prohibit one person from holding more than one office, the president could appoint himself to the position,if the board approves. 

For a rather lengthy discussion on the issue of whether the same person can serve as both chairman and secretary in an assembly, see the following thread.  Although a member of the authorship team has opined that the answer is "yes", it does appear to be a matter of significant dispute... or at least lack of unanimity. I hope the next edition of RONR will clarify the issue with a more definitive statement than the current rule on pages 22 and 447.

Regardless of whether it is permissible, I think all of the regulars on the forum will agree that trying to do so is a probably a very bad idea.

Here's a link to the thread:  https://robertsrules.forumflash.com/topic/7799-holding-two-seats/

Edited to add:  I add that the corporation laws in some states appear to require at least a president and a secretary.  Whether those laws permit one person to hold both positions is a legal question beyond the scope of this forum

Edited January 19, 2019 at 09:32 PM by Richard Brown
Added last paragraph

[Guest Zev]

2 hours ago, Richard Brown said:

Regardless of whether it is permissible, I think all of the regulars on the forum will agree that trying to do so is a probably a very bad idea.

There are any number of reasons why one person could conceivably exercise two offices, personal or organizational-wise. I see no reason to dismiss the possibility out of hand.

[Richard Brown]

53 minutes ago, Guest Zev said:

There are any number of reasons why one person could conceivably exercise two offices, personal or organizational-wise. I see no reason to dismiss the possibility out of hand.

The issue is not just handling any two offices simultaneously.  The issue is serving as presiding officer and secretary at the same time.  Did you read the entire thread I cited?

[J. J.]

6 hours ago, Richard Brown said:

 

Regardless of whether it is permissible, I think all of the regulars on the forum will agree that trying to do so is a probably a very bad idea.

I certainly agree that it is a bad idea.  However, this particular group might be fine with this.