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Right of President to review Corresponding Secretaries correspondence


Guest Scott
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I have 2 Question. but first a little background.  I became president about a month ago due to the resignation or the previous president and term will be up in several months.  We have a very split and divisive board with a contested election coming at the end of my term. Prior to becoming president, the nominating committee asked me to run for a directors position and I agreed, so  I am on the ballot for a directors position.

First, with regard to club correspondence. The Cor Sec says our CBL gives her total control over club correspondence and can create and respond to any correspondence without any approval or review despite my request to have a chance to review.  This is also partly let the previous president to resign, the Cor Sec refused to communicate with her causing problems.  Here are the job descriptions from our CBL

(a) The President is the chief executive officer of the Club and shall preside at all meetings of the Club and of the Board and shall have the duties and powers normally appurtenant to the office Within the framework of these By-Laws and approval as set forth by the Board, the President shall conduct the business of the Club between Board meetings.

(c) The Corresponding Secretary shall have charge of all correspondence in Club matters, send out club notices and ballots, and notify new members of their election. His or her signature shall be the official signature on all documents requiring the signature of the Club Secretary, and his or her name and address shall be listed as Secretary by the (parent organization)

I have asked to review the cover letter and ballot before they are mailed to the membership to help ensure they follow the process in the CBL and the Cor Sec has refused,  yet she has shared the information with the nominating committees choice for president (who is the current Treasurer.) and also the opposition candidate (who is currently a director). Am I in with in my rights as President and CEO to ask to review club correspondence before it is sent by the Cor Sec?

The second question has to do with setting meeting and the meeting agenda, As president, I prefer that board members send agenda item to me and I write the agenda. This is the way it is done in all the other organizations I belong to and the the way it was done previously in this club. The Cor Sec claims '. As for setting meetings, gathering agenda topics - those clearly are the responsibility of the Corresponding Secretary as set forth in the CBL and Roberts Rules." 

As for board meeting, our CBL is clear, the President sets the meetings (or a meeting can be called by a majority of board members).:

Section 3. Board Meetings. The Board shall meet following the Annual Meeting and election. Other meetings of the Board shall be held at such times and places as are designated by the President or by a majority vote of the Board. Written Notice of each other meeting shall be sent by the Corresponding Secretary to each member of the Board at least 14 days prior to the date of the meeting. A quorum for a Board meeting shall be a majority of the Board.

Meeting agendas are not addressed anywhere in the CBL Is that task specifically tasked in Roberts?

Your input is appreciated

 

 

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1. In my opinion the presiding officer of an organization has every right to review any and all outgoing correspondence to insure its accuracy and tone of delivery. The corresponding secretary's claim of ownership and denial of review is beyond absurd. Also, the claim that she can set the meeting agenda and you as president cannot know what that is until the exact moment the meeting starts is also beyond absurd.

2. If this organization's bylaws do not address agendas and Robert's Rules Of Order Newly Revised is in fact its parliamentary authority then simply following the standard order of business as outlined on page 26 is sufficient.

 

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On 8/9/2019 at 3:57 PM, Guest Scott said:

Am I in with in my rights as President and CEO to ask to review club correspondence before it is sent by the Cor Sec?

You can request it, but the Corresponding Secretary is free to refuse. Nothing in RONR grants the President the right to review correspondence.

The board or the club may adopt their own rules on this matter if they wish.

On 8/9/2019 at 3:57 PM, Guest Scott said:

Meeting agendas are not addressed anywhere in the CBL Is that task specifically tasked in Roberts?

If an agenda is to be used at all (the standard order of business is generally sufficient), it is adopted by the assembly itself. Any agenda sent out prior to the meeting, by the President, the Corresponding Secretary, or anyone else, is not binding unless and until it is adopted by the assembly.

The board or the club may adopt their own rules on this matter if they wish.

6 hours ago, Guest Zev said:

1. In my opinion the presiding officer of an organization has every right to review any and all outgoing correspondence to insure its accuracy and tone of delivery. The corresponding secretary's claim of ownership and denial of review is beyond absurd.

I strongly disagree. While the Corresponding Secretary certainly does not “own” correspondence (everything is ultimately “owned” by the society), conducting the society’s general correspondence is literally that officer’s job, and nothing in RONR grants the President any authority over correspondence.

“All of the duties of the presiding officer described above relate to the function of presiding over the assembly at its meetings. In addition, in many organized societies, the president has duties as an administrative or executive officer; but these are outside the scope of parliamentary law, and the president has such authority only insofar as the bylaws provide it.” (RONR, 11th ed., pg. 456)

”In larger societies, the duties of issuing notices of meetings and conducting the general correspondence of the organization as described under item (9) on page 459 are frequently assigned to a separate elected officer, usually called the corresponding secretary.” (RONR, 11th ed., pg. 460)

Edited by Josh Martin
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On ‎8‎/‎9‎/‎2019 at 1:57 PM, Guest Scott said:

The Cor Sec says our CBL gives her total control over club correspondence and can create and respond to any correspondence without any approval or review despite my request to have a chance to review.

Would it be considered helpful or constructive for the secretary to receive correspondence addressed to the president and the secretary responds and the president is kept in the dark not only about the receipt of the correspondence but also the content of the reply? I merely took issue with the expression "total control" and "any correspondence."

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10 hours ago, Guest Zev said:

Would it be considered helpful or constructive for the secretary to receive correspondence addressed to the president and the secretary responds and the president is kept in the dark not only about the receipt of the correspondence but also the content of the reply? I merely took issue with the expression "total control" and "any correspondence."

Got it. I agree that the Corresponding Secretary’s claim that she has “total control” over “any correspondence” is overly broad.

One of the duties of the Secretary (in cases where there is only one) is to “To send out to the membership a notice of each meeting, known as the call of the meeting, and to conduct the general correspondence of the organization—that is, correspondence that is not a function proper to other offices or to committees.” (RONR, 11th ed., pg. 459) This is also the definition of “general correspondence” if there is a Corresponding Secretary.

Edited by Josh Martin
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On 8/9/2019 at 3:57 PM, Guest Scott said:

The President is the chief executive officer of the Club and shall preside at all meetings of the Club and of the Board and shall have the duties and powers normally appurtenant to the office Within the framework of these By-Laws and approval as set forth by the Board, the President shall conduct the business of the Club between Board meetings.

I think the above provision from Guest Scott's bylaws are being overlooked  by one or two of our comments.  I think the provisions in RONR about the parliamentary duties and powers of the president are mostly irrelevant as against the clear pronouncement in the bylaws that the President is the chief executive officer of the club and shall have the duties and powers normally appurtenant so said office and (especially) that he "shall conduct the business of the club between board meetings".  Those duties and powers go far beyond what is spelled out in RONR. 

I think the corresponding secretary's claim of being "independent" and "totally in control" (my words) are a gross exaggeration.  The president should certainly have control over correspondence addressed to him and being supposedly from him.  As the "chief executive officer" and "conducting the business of the club between board meetings" I suspect he has the right to oversee all outgoing correspondence with the possible exception of general meeting notices. I think he clearly should have control over the preparation of the meeting agendas, regardless of who actually  types them or mails them out.

Ultimately these questions appear to me to be questions of bylaw interpretation and the board and/or general membership may have to ultimately decide to what extent the  president can oversee the corresponding secretary and to what extend the corresponding secretary must comply with the president's wishes.  It's a shame the two can't get along.  This is really absurd, but it does unfortunately happen.

 

 

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20 hours ago, Richard Brown said:

I think the above provision from Guest Scott's bylaws are being overlooked  by one or two of our comments.  I think the provisions in RONR about the parliamentary duties and powers of the president are mostly irrelevant as against the clear pronouncement in the bylaws that the President is the chief executive officer of the club and shall have the duties and powers normally appurtenant so said office and (especially) that he "shall conduct the business of the club between board meetings".  Those duties and powers go far beyond what is spelled out in RONR. 

I think the corresponding secretary's claim of being "independent" and "totally in control" (my words) are a gross exaggeration.  The president should certainly have control over correspondence addressed to him and being supposedly from him.  As the "chief executive officer" and "conducting the business of the club between board meetings" I suspect he has the right to oversee all outgoing correspondence with the possible exception of general meeting notices. I think he clearly should have control over the preparation of the meeting agendas, regardless of who actually  types them or mails them out.

Ultimately these questions appear to me to be questions of bylaw interpretation and the board and/or general membership may have to ultimately decide to what extent the  president can oversee the corresponding secretary and to what extend the corresponding secretary must comply with the president's wishes.  It's a shame the two can't get along.  This is really absurd, but it does unfortunately happen.

It is certainly correct that whether the terms “chief executive officer” and “conducting the business of the club between board meetings” grant the President the authority to oversee outgoing correspondence, and whether he has control over the preparation of proposed meeting agendas, is a question of bylaws interpretation. If they do, that takes precedence over the rules in RONR. Personally, these terms are too vague for me to come to a determination one way or the other.

Edited by Josh Martin
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