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Governing authority


Tomm
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The Corporate By-laws specified Roberts Rules as the governing authority. The Secretaries duties state that "The Secretary must adhere to the duties of the Secretary as outlined in Robert's Rules of Order..."

Apparently the "Duties of the Secretary" as listed in Robert's Rules are too much to bear for the inept Secretary so a motion was made to remove "Robert's Rules of Order" from the description of the Secretary's responsibilities.  

My argument is that since Robert's Rules is the governing parliamentary authority of the Corporation as specified in its By-Laws, this motion is a moot-point because it changes nothing. The Secretary is still required to adhere to Robert's Rules because it's the governing authority of the Corporation!

Am I correct?  

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I'm not sure I follow the dilemma, but I'll give it a shot. If RONR is removed, we get: 

18 minutes ago, Tomm said:

"The Secretary must adhere to the duties of the Secretary

Which, of course, says nothing. Is the plan to replace that with something else that makes sense?

In any event, regardless of the job description, RONR's rules for things like, say, the minutes, will still apply, and it will be the Secretary who must comply with them, so I agree that not much will change.

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Some organizations that have heavy secretarial responsibilities find it more convenient to create another secretarial office such as, Secretary, Corresponding Secretary, Executive Secretary, Appointments Secretary, or whatever. The bylaws would then assign each secretary with the responsibilities necessary to maintain the well-being of the organization.

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3 hours ago, Tomm said:

The Corporate By-laws specified Roberts Rules as the governing authority. The Secretaries duties state that "The Secretary must adhere to the duties of the Secretary as outlined in Robert's Rules of Order..."

Apparently the "Duties of the Secretary" as listed in Robert's Rules are too much to bear for the inept Secretary so a motion was made to remove "Robert's Rules of Order" from the description of the Secretary's responsibilities.  

My argument is that since Robert's Rules is the governing parliamentary authority of the Corporation as specified in its By-Laws, this motion is a moot-point because it changes nothing. The Secretary is still required to adhere to Robert's Rules because it's the governing authority of the Corporation!

Am I correct?  

I think so.

If the bylaws were amended to strike the sentence quoted above, then the duties of the secretary would be as described in the parliamentary authority. But I don't think I'd point that out too loudly, or someone might want to insert language explicitly saying that the Secretary may ignore the rules in RONR.

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I'm going to perhaps disagree somewhat with my colleagues, or  at least raise a possibility.

The provision in the bylaws regarding the duties of the Secretary might well be interpreted as a rule of order.  If it is a rule in the nature of a rule of order, it can be suspended.  Since (or if) if can be suspended, I'm wondering that if the bylaw provision can perhaps be changed indirectly by the adoption of a special rule of order setting out different responsibilities for the secretary. 

Regardless of whether the bylaw provision can be effectively changed by the adoption of a special rule of order setting out different secretarial duties, if the sentence in the bylaws which says the secretary shall perform the duties set out in RONR is removed, then the society absolutely can then adopt a special rule of order setting out whatever duties for the secretary that the society desires.  There is no need to insert a new provision in the bylaws.  Removing the current provision will suffice.

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2 hours ago, Richard Brown said:

Since (or if) if can be suspended, I'm wondering that if the bylaw provision can perhaps be changed indirectly by the adoption of a special rule of order setting out different responsibilities for the secretary. 

The fact that a rule may be suspended does not mean a society may adopt a rule of order which conflicts with the bylaws. No lower-level rule may conflict with the bylaws, and a rule may only be suspended for the duration of the current session.

Since the rule in question simply provided that the Secretary would perform the duties in RONR, however, and RONR provides that special rules of order take precedence, I agree that a special rule of order would have been sufficient in this instance.

2 hours ago, Richard Brown said:

Regardless of whether the bylaw provision can be effectively changed by the adoption of a special rule of order setting out different secretarial duties, if the sentence in the bylaws which says the secretary shall perform the duties set out in RONR is removed, then the society absolutely can then adopt a special rule of order setting out whatever duties for the secretary that the society desires.  There is no need to insert a new provision in the bylaws.  Removing the current provision will suffice.

Yes, there is no doubt that the society may adopt a special rule of order to offload some of the duties of the Secretary. Since the Secretary has pretty important duties, however, the rule should specify who else shall perform the duties in question. As Zev notes, some societies divide these duties among multiple secretaries.

Theoretically, I suppose a society could even offload the Secretary of all duties prescribed by RONR, although that would be rather unusual.

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2 hours ago, Josh Martin said:

Yes, there is no doubt that the society may adopt a special rule of order to offload some of the duties of the Secretary. Since the Secretary has pretty important duties, however, the rule should specify who else shall perform the duties in question. As Zev notes, some societies divide these duties among multiple secretaries.

Theoretically, I suppose a society could even offload the Secretary of all duties prescribed by RONR, although that would be rather unusual.

First, I agree that the duties of of secretary within a meeting are rules in the nature of rules of order and may properly be superseded by a special rule.  The only exception would be if the bylaws specified some specific duties, e.g. "The secretary shall take the minutes of all meetings."* 

Second, the actual creation of the minutes is often passed to someone else, an employee, for example.  The secretary is still responsible for it. 

*Even then, the rule could be suspended for an entire session, each session. 

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