Delegation of powers and duties

[Alex Meed]

The bylaws give an officer certain powers and duties that are not connected with running meetings.

May the officer delegate those powers and duties to another person (for instance, if the officer wishes to take a brief leave of absence)? Must the delegation be approved by our board? Our bylaws are silent. Our board has full power and authority.

Also, is it advisable to add a bylaws provision allowing officers to take leaves of absence?

[Josh Martin]

1 hour ago, Alex M. said:

The bylaws give an officer certain powers and duties that are not connected with running meetings.

May the officer delegate those powers and duties to another person (for instance, if the officer wishes to take a brief leave of absence)? Must the delegation be approved by our board? Our bylaws are silent. Our board has full power and authority.

I do not think this question can be answered with certainty without knowing precisely what (if anything) the organization’s rules say on this matter, what exactly the powers and duties in question are, and whether the duties in question are specified in the bylaws, in some lower-level rule, or are simply a custom.

Generally, I am doubtful that the officer himself could delegate his duties and powers to another person. A board (especially one with full power and authority) might be able to do so, but again, it depends on the details.

1 hour ago, Alex M. said:

Also, is it advisable to add a bylaws provision allowing officers to take leaves of absence?

That is up to the society. If the society adopts such a rule, it should also define what exactly it means for an officer to take a “leave of absence,” as RONR does not define this term.

Edited February 10, 2020 at 11:21 PM by Josh Martin

[Alex Meed]

3 hours ago, Josh Martin said:

I do not think this question can be answered with certainty without knowing precisely what (if anything) the organization’s rules say on this matter, what exactly the powers and duties in question are, and whether the duties in question are specified in the bylaws, in some lower-level rule, or are simply a custom.

Generally, I am doubtful that the officer himself could delegate his duties and powers to another person. A board (especially one with full power and authority) might be able to do so, but again, it depends on the details.

The bylaws are silent, and the society has no other standing rules. As for the nature of the duties, let's take two cases:

1. the duties are administrative and are explicitly set forth in the bylaws—such as securing accommodations for meetings, preserving the society's charter with parent organizations, collecting dues, and responding to members' requests for specific types of information; and
2. the duties generally pertain to outreach and advocacy and are set forth in general terms in the bylaws—such as to liaise with a broad class of other organizations or operate the society's social media—with implementation details governed by custom as well as the officer's own judgment.

3 hours ago, Josh Martin said:

That is up to the society. If the society adopts such a rule, it should also define what exactly it means for an officer to take a “leave of absence,” as RONR does not define this term.

What I had in mind was something allowing officers to temporarily give their powers and duties to another member, subject to board approval. I probably should have expected y'all to leave it up to the society, but it's good to know it doesn't strike you as an abjectly bad idea.

[Josh Martin]

11 hours ago, Alex M. said:

The bylaws are silent, and the society has no other standing rules. As for the nature of the duties, let's take two cases:

1. the duties are administrative and are explicitly set forth in the bylaws—such as securing accommodations for meetings, preserving the society's charter with parent organizations, collecting dues, and responding to members' requests for specific types of information; and
2. the duties generally pertain to outreach and advocacy and are set forth in general terms in the bylaws—such as to liaise with a broad class of other organizations or operate the society's social media—with implementation details governed by custom as well as the officer's own judgment.

I think all of the specific examples of duties provided here could be delegated to other persons by the board, and that other duties of a similar nature could also be delegated.

To the extent that there are “implementation details governed by custom as well as the officer's own judgment,” such duties could conceivably be delegated by the officer as well.

11 hours ago, Alex M. said:

What I had in mind was something allowing officers to temporarily give their powers and duties to another member, subject to board approval. I probably should have expected y'all to leave it up to the society, but it's good to know it doesn't strike you as an abjectly bad idea.

I will say that if this is something the society wants to do, it would be preferable to specify the details in the bylaws, so that there is no question regarding whether (or how) the duties may be delegated.

[Alex Meed]

6 hours ago, Josh Martin said:

I think all of the specific examples of duties provided here could be delegated to other persons by the board, and that other duties of a similar nature could also be delegated.

Thanks. Can you think of any examples of duties that wouldn't be able to be delegated? And is there somewhere even vaguely relevant that I could look in RONR?

[Josh Martin]

1 hour ago, Alex M. said:

Thanks. Can you think of any examples of duties that wouldn't be able to be delegated? And is there somewhere even vaguely relevant that I could look in RONR?

In many cases, a person’s position as an officer means that the person is also a member of the organization’s board (and possibly also other committees). In this connection, the officer generally has a right and duty to vote on matters considered by the board and committee. This cannot be delegated. The person who has been tasked with performing the officer’s duties could be permitted to speak in debate and make motions via a suspension of the rules, but he could not exercise the right to vote and would not count towards the quorum (unless, of course, he is already a member for some other reason).

Beyond that, I have personally held to a rule of thumb that duties can be delegated, but authority cannot. So while I see no issue with delegating “securing accommodations for meetings, preserving the society's charter with parent organizations, collecting dues, and responding to members' requests for specific types of information,” I would see issues with delegating an officer’s authority to, for instance, appoint committee members, hire and fire employees, call special meetings, spend money, etc.

RONR is very clear that the right to vote cannot be granted to a nonmember. (RONR, 11th ed., pg. 263)

As for the rest of it, RONR provides no guidance on the delegation of duties, except for the duties of the presiding officer and secretary (and even then, only in connection with meetings). Anything beyond that is a question of bylaws interpretation which will depend on the specific wording of the bylaws and ultimately be up to the society to decide.

Edited February 11, 2020 at 10:52 PM by Josh Martin