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Requirement to have a Secretary


Wild Dunes
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You should try to fill that vacancy as soon as possible. RONR states unequivocally that 'The minimum essential officers for the conduct of business in a deliberative assembly are a presiding officer, who conducts the meeting and sees that the rules are observed, and a secretary, or clerk, who makes a written record of what was done, usually called "the minutes".' (3:6). In the meantime you should be elected a secretary pro tem to take the minutes of each meeting.

If your previous secretary finished a term of office and chose not to run again, or no one was nominated (or elected)at the last election,you will need to hold another election to fill the position, and previous notice will be necessary for the election. If the position of secretary was vacated during someone's term of office, check your bylaws for their vacancy-filling procedure.

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I'm new to this forum, and actually little experience with forums. Is this how I reply to the 2 replies I received to my initial inquiry? I hope so.

 Thank you to those that have responded to my inquiry. I appreciate your inp;ut.

As I had mentioned we had our annual election in January, no one willing to take the role, no candidates nominated. We have been electing a pro-tem each month. If the pro-tem is the same person each month, does he need to be re-elected each month? My concern with not having a secretary is not only not having someone for the minutes, but someone to sign documents that require that officer's signature. Is the pro-tem's term of office monthly until re-elected or new pro-tem elected, or is term of office only for the one meeting?

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Normally, a secretary pro tem is elected for one meeting only. Although RONR refers to the necessity of previous notice for an election only for a chair pro tem who will preside for more than one meeting, I suspect the procedure would be the same in order to elect a secretary pro tem to serve for more than one meeting, i.e., previous notice for the election.

I am not certain that a secretary pro tem would have the authority to carry out other duties that the bylaws assign to the secretary, such as being a signing-officer for certain documents. RONR only refers to the secretary pro tem as being responsible for taking meeting minutes. You may need to fill that vacancy with a properly elected secretary in order to carry out those other responsibilities.

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We are twisting his arm, but he keeps holding us at bay. Fortunately we do have him as sec pro-tem, but I feel, and from my reading of RONR (and now what info I am getting here) that we must push for a duly elected secretary. Just have to find that person.

Thank you both for your responses and clarification of the issue.

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42 minutes ago, Wild Dunes said:

We are twisting his arm, but he keeps holding us at bay.

If he is willing to serve as secretary pro tem at every meeting, what is it about the official position that causes him to  decline? Are you assigning the secretary a lot of extraneous duties?

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I have a similar 2-part question.  I am a past president and therefore am now an honorary member of my organization.  We recently elected a new Board  and the president appointed me as parliamentarian.  Unfortunately,  due to extenuating circumstances, the duly elected secretary stepped down shortly following the AGM. This leaves the new Board without a Secretary for the first Board meeting.  The president asked if I would take the minutes at this meeting which I am willing to do.

My questions:  May the (non-voting) parliamentarian take the minutes?

Also our Bylaws state: 

'Honorary members are individuals whom the Executive Board decides to honor. Review of Honorary membership will be undertaken annually and may be terminated by the Executive Board. Honorary members are entitled to all privileges except those of making motions, of voting and of holding office, but shall retain any privileges of membership previously held as a Full or Associate member. '

If the parliamentarian may take the minutes, would this be in conflict with my honorary status?

Thank you for your reply.

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1 hour ago, ElleDel said:

My questions:  May the (non-voting) parliamentarian take the minutes?

Also our Bylaws state: 

'Honorary members are individuals whom the Executive Board decides to honor. Review of Honorary membership will be undertaken annually and may be terminated by the Executive Board. Honorary members are entitled to all privileges except those of making motions, of voting and of holding office, but shall retain any privileges of membership previously held as a Full or Associate member. '

If the parliamentarian may take the minutes, would this be in conflict with my honorary status?

As always, interpretation of an organization's bylaws can be properly done only by the organization. But I don't see anything in what you posted that would lead me to think it would be a conflict. Generally speaking, anyone (even a non-member) can serve as secretary pro tem if they are willing and the organization elects them.

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  • 1 month later...

No, but it also was not valid at that meeting. As I indicated above: 

On 4/24/2021 at 5:37 PM, Joshua Katz said:

But at each session, you'll need to elect a secretary pro-tem.

the secretary pro-tem is elected. Unless, of course, your rules say something different.

But, to answer the more immediate question, as there is of course nothing to be done about that, the secretary pro-tem is chosen at each meeting; it does not carry over from meeting to meeting.

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31 minutes ago, ElleDel said:

Hello All

Your replies were most helpful.  Last month, I was appointed by the president and approved by the Board to serve as secretary pro tem.  Unfortunately we still have not identified a new secretary.  Is my appointment still valid for the upcoming meeting? Thank for you feedback.

As Mr. Katz stated in his comment immediately above, a secretary pro tem must normally be elected (which is often by unanimous consent) at each meeting. However, as Bruce Lages pointed out in an earlier post, there is a school of thought that a secretary pro term can be elected to serve for more than one meeting by giving previous notice just as a Chairman pro tem can be.

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47 minutes ago, ElleDel said:

 Last month, I was appointed by the president and approved by the Board to serve as secretary pro tem. . . . . 

 

23 minutes ago, Joshua Katz said:

but it also was not valid at that meeting. As I indicated above: 

I would not worry about that. If you took minutes and if they get approved, all is well.

Also, if you were serving a secretary at a board meeting and the board approved the president’s  selection of you to be secretary pro tem, I would consider that you were properly selected without objection.

Edited to add: I really can’t tell from your comment if you mean the board selected you to serve as secretary pro tem at future meetings or just for that one meeting. It’s also not clear whether you were selected to serve for a board meeting or for a general membership meeting. It would help to be a bit more specific.  Those details make a difference, but the main thing to keep in mind is that you should be elected separately and independently at each meeting at which you are expected to serve as secretary pro tem. It can be done quickly and easily by unanimous consent at meeting after meeting.

Edited by Richard Brown
Added last paragraph
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  • 3 weeks later...

I'd like to thank all that responded. Your guidance was most helpful. We had an individual that was willing to be secretary but he felt, for his own reasons, that he would not be able to take the minutes. We ended up electing this person as secretary so to have that officer in place in event of possible need for things like where a secretary's signature was needed. We are in the process of appointing a resident volunteer to take the minutes.

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21 minutes ago, Wild Dunes said:

I'd like to thank all that responded. Your guidance was most helpful. We had an individual that was willing to be secretary but he felt, for his own reasons, that he would not be able to take the minutes. We ended up electing this person as secretary so to have that officer in place in event of possible need for things like where a secretary's signature was needed. We are in the process of appointing a resident volunteer to take the minutes.

That sounds like a good solution, although the minutes should probably be signed by the actual secretary.  It doesn't matter who took the notes and type the minutes, but it is the secretary who I believe should take responsibility for them, just as in any other situation where a subordinate  prepares a report or letter to be signed by the "boss".

Stay tuned, though, as someone else might have a different idea as to the best way to handle it. 

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