Secretary on the board of directors

[Guest jmberry]

I have the title of Secretary on a Board of Directors, but I am not a memeber of the Board. This is a family owned business and I have always taken the minutes of the meetings for the board. Last month at the stockholders meeting, they gave me the title of Secretary, which is an officer of the Board but I am not a board member. I was given this title so that I can sign legal papers for the corporation. My question is, "Is it legal for me to be Secretary on this board without being a board member?

[Rob Elsman]

I have the title of Secretary on a Board of Directors, but I am not a memeber of the Board. This is a family owned business and I have always taken the minutes of the meetings for the board. Last month at the stockholders meeting, they gave me the title of Secretary, which is an officer of the Board but I am not a board member. I was given this title so that I can sign legal papers for the corporation. My question is, "Is it legal for me to be Secretary on this board without being a board member?

No rule in RONR prohibits a non-member of an executive board from serving as its secretary.

[Gary c Tesser]

First. On this website forum, we don't deal with what's legal, if you mean according to law. If you mean legitimate, like whether a move is legal on a chessboard or a football field, then mind what Mr Elsman says.

RONR says, "an executive board commonly consists of the society's officers" (p. 465), and "directors should usually be classed as officers" (p. 555). Directors, now, means members of the board. So I think Guest Jmberry is worrying overmuch: if the corporation wants to call him or her the secretary, and wants to call the secretary an officer, and wants to say he's still not a board member, then that's that, unless Jmberry thinks there might be a legal issue, like about signing legal papers. In which case, even this, the world's premier Internet parliamentary forum, will not help you: you would need to engage a lawyer, in which case, heaven help you.

-- GcT ('cause I got a couple page citations in)

[hmtcastle]

I have the title of Secretary on a Board of Directors, but I am not a memeber of the Board. This is a family owned business and I have always taken the minutes of the meetings for the board. Last month at the stockholders meeting, they gave me the title of Secretary, which is an officer of the Board but I am not a board member. I was given this title so that I can sign legal papers for the corporation. My question is, "Is it legal for me to be Secretary on this board without being a board member?

When you refer to your status, replace "secretary on the board" with "secretary of the board" and you'll be fine.

[Kim Goldsworthy]

I have the title of Secretary on a Board of Directors, but I am not a member of the Board.

This is a family owned business and I have always taken the minutes of the meetings for the board.

Last month at the stockholders meeting, they gave me the title of Secretary, which is an officer of the Board but I am not a board member.

They cannot do that.

The office of Secretary cannot be "given" willy nilly.

The office is to be elected (or appointed, depending on one's bylaws).

If an office is vacant, then the duties tied to the vacant office must be delegated to a non-officer, until the office is properly filled.

Thus, the office of Secretary remains vacant, assuming that your bylaws do indeed define a set of officers which include one office called "Secretary"; and assuming that your scenario matches my above description.

Q. Where is the person who was elected to the office of Secretary?

Q. How is it that you (that is, a person who is not elected to the office) came into all these duties?

I suspect that you are the "secretary pro tem."

A secretary pro tem is not to assume the office of Secretary merely by filling in, pinch hitting, helping out, etc.

An election is to be held to fill the vacant office.