President's authority over the secretary

[rbk]

My organization's secretary has been sending draft documents to the president for review as a courtesy before sending the final version to everyone in our department. If a disagreement should occur between the president and the secretary about the wording in the draft of a document, who gets the final word? The duties, described in our bylaws, of the president and secretary are provided below. The secretary is an elected officer of the department, not a presidential appointee. My thought is that since the bylaws give the secretary the duty to "make reports and perform... other duties as are incident to this office," the secretary gets to decide what to write and cannot be overruled by the president, even though the president has "general supervision of the affairs of the Department." Is that the way it works?

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President
The President shall preside over all Meetings of the Department and of the Board of Trustees; shall have general supervision of the affairs of the Department; and shall be custodian of Department-owned property with the exception of Department motor vehicles or equipment thereon.  This custodianship of property shall be subject to the authority of the Board of Trustees.  The President may sign or countersign any checks, certificates, contracts, or other instruments of the Department, as authorized by the Board of Trustees; may request that the Board of Trustees appoint an Assistant Treasurer or an Assistant Secretary; shall be accountable to the Board of Trustees; and shall perform such other duties as are incident to this office.

Secretary
The Secretary shall issue notices for Annual, Regular and Special Meetings when required by the Department; shall keep minutes of all such meetings and minutes of the meetings of the Board of Trustees; shall sign such instruments requiring the Secretary’s signature; shall maintain and submit current membership rosters to the Clerk of the Circuit Court; and shall make reports and perform such other duties as are incident to this office or are properly delegated by the Board of Trustees or President.  The Secretary shall maintain an archive file of all previously amended versions of the bylaws for historical reference.

[Rob Elsman]

Since the sending of draft documents seems to occur outside the context of a business meeting, parliamentary procedure does not apply.

[rbk]

On 7/16/2022 at 9:07 AM, Rob Elsman said:

Since the sending of draft documents seems to occur outside the context of a business meeting, parliamentary procedure does not apply.

Excellent (and in hindsight, obvious) point. So if this is a question of bylaw interpretation, then my question is, Do the bylaws give final authority on this matter to the president or the secretary? Or are the bylaws sufficiently unclear to warrant interpretation of the bylaws by the organization's membership at a business meeting?

[Josh Martin]

On 7/16/2022 at 7:39 AM, rbk said:

My organization's secretary has been sending draft documents to the president for review as a courtesy before sending the final version to everyone in our department. If a disagreement should occur between the president and the secretary about the wording in the draft of a document, who gets the final word?

As a general matter, I would say this is a question of interpreting the organization's rules. I would suggest that for certain documents (primarily the minutes), it is clear that the Secretary determines the contents of the draft. But I don't think RONR has a definitive rule on this matter in regard to documents drafted by the Secretary generally. The Secretary's duties are discussed in RONR (12th ed.) 47:32-36.

I would also note that there is certainly nothing in RONR which grants the President the authority to instruct the Secretary (or anyone) on how to perform their assigned duties, although it may be the organization's bylaws grant such authority.

"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 (12th ed.) 47:20

On 7/16/2022 at 7:39 AM, rbk said:

My thought is that since the bylaws give the secretary the duty to "make reports and perform... other duties as are incident to this office," the secretary gets to decide what to write and cannot be overruled by the president, even though the president has "general supervision of the affairs of the Department." Is that the way it works?

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President
The President shall preside over all Meetings of the Department and of the Board of Trustees; shall have general supervision of the affairs of the Department; and shall be custodian of Department-owned property with the exception of Department motor vehicles or equipment thereon.  This custodianship of property shall be subject to the authority of the Board of Trustees.  The President may sign or countersign any checks, certificates, contracts, or other instruments of the Department, as authorized by the Board of Trustees; may request that the Board of Trustees appoint an Assistant Treasurer or an Assistant Secretary; shall be accountable to the Board of Trustees; and shall perform such other duties as are incident to this office.

Secretary
The Secretary shall issue notices for Annual, Regular and Special Meetings when required by the Department; shall keep minutes of all such meetings and minutes of the meetings of the Board of Trustees; shall sign such instruments requiring the Secretary’s signature; shall maintain and submit current membership rosters to the Clerk of the Circuit Court; and shall make reports and perform such other duties as are incident to this office or are properly delegated by the Board of Trustees or President.  The Secretary shall maintain an archive file of all previously amended versions of the bylaws for historical reference.

 

On 7/16/2022 at 8:57 AM, rbk said:

Excellent (and in hindsight, obvious) point. So if this is a question of bylaw interpretation, then my question is, Do the bylaws give final authority on this matter to the president or the secretary? Or are the bylaws sufficiently unclear to warrant interpretation of the bylaws by the organization's membership at a business meeting?

If the documents in question are minutes, membership rosters, or the Secretary's reports, then I think the Secretary has a strong argument that these documents are a duty clearly assigned to the Secretary and that the President has no authority to instruct the President Secretary in this regard.

But if the documents are not among those specifically listed in the Secretary's duties, then it seems to me you're weighing one vague provision against another, and there are reasonable arguments which can be made for either interpretation (or other interpretations). Certainly such an argument might need to ultimately be resolved by the membership, but the Board of Trustees may well need to make a determination in the interim. Depending on how frequently the interim meets, it may not be practical to leave this issue unsettled for that long.

What is the nature of the "documents" in question here?

Edited July 17, 2022 at 03:15 PM by Josh Martin

[Rob Elsman]

On 7/16/2022 at 8:57 AM, rbk said:

So if this is a question of bylaw interpretation, then my question is...

It is your bylaw; you tell us. 😐

[rbk]

On 7/16/2022 at 11:54 AM, Josh Martin said:

What is the nature of the "documents" in question here?

The document in this instance is an email. The secretary sent an Annual Meeting notice to members per the bylaws. He subsequently learned information related to that meeting that he wanted to send in a followup email to members, and the president objected.

[rbk]

On 7/16/2022 at 12:34 PM, Rob Elsman said:

It is your bylaw; you tell us. 😐

 

RONR (12th ed.) 56:68(1) says that "An ambiguity must exist before there is any occasion for interpretation" of the bylaws. I was wondering if this forum's experts think an ambiguity exists. If my understanding of Mr. Martin's reply is correct, there may or may not be an ambiguity, depending on the circumstances.

 

On 7/16/2022 at 11:54 AM, Josh Martin said:

If the documents in question are minutes, membership rosters, or the Secretary's reports, then I think the Secretary has a strong argument that these documents are a duty clearly assigned to the Secretary and that the President has no authority to instruct the President in this regard.

But if the documents are not among those specifically listed in the Secretary's duties, then it seems to me you're weighing one vague provision against another, and there are reasonable arguments which can be made for either interpretation (or other interpretations).

 

[Josh Martin]

On 7/16/2022 at 12:46 PM, rbk said:

The document in this instance is an email. The secretary sent an Annual Meeting notice to members per the bylaws. He subsequently learned information related to that meeting that he wanted to send in a followup email to members, and the president objected.

In my view, there is nothing in the cited bylaw provisions which provides a clear statement on who has authority in regard to a follow-up email with information pertaining to a meeting. As I said previously, I think this is weighing one vague provision against another. It is not clear whether one, both, or neither of these provisions are even applicable to the situation described here, and in the event both are applicable, it is not clear which would be controlling.

With that said, it seems to me there is nothing in RONR which would allow the President to prevent anyone from sending out such an email, so I think it will be a high bar for the President to claim that "general supervision of the affairs of the Department" gives him the authority to order the Secretary (or anyone) not to send a follow-up email with information pertaining to a meeting.

So I would personally be inclined to favor the interpretation that the Secretary can send the email, the President's objections notwithstanding, but I think there is sufficient ambiguity in this matter that the organization could reasonably reach an alternative interpretation.

On 7/16/2022 at 12:56 PM, rbk said:

If my understanding of Mr. Martin's reply is correct, there may or may not be an ambiguity, depending on the circumstances.

Yes, your understanding is correct, and I think there certainly is ambiguity in these circumstances. So far as I can tell, the only applicable rules in this particular situation are the very, very general statements that the President has "general supervision of the affairs of the Department" and that the Secretary "shall... perform such other duties as are incident to this office." This seems to leave room for a great deal of ambiguity.

Edited July 16, 2022 at 07:29 PM by Josh Martin

[Richard Brown]

On 7/16/2022 at 2:24 PM, Josh Martin said:

So I would personally be inclined to favor the interpretation that the Secretary can send the email, the President's objections notwithstanding, but I think there is sufficient ambiguity in this matter that the organization could reasonably reach an alternative interpretation.

I concur with Mr. Martin’s opinion above and hold probably a stronger opinion on the matter than he does.

[Gary Novosielski]

On 7/16/2022 at 11:54 AM, Josh Martin said:

and that the President has no authority to instruct the President in this regard.

Actually I think that'd be okay  😏