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Holding two seats


Guest Tom bcmi

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If a board member, secretary, runs for chairman do they have to resign as secretary?

Not merely to run, no. But it may be that, by rule or custom, your society (as is common) does not permit one person to hold two offices. If that is true in your case, then the board member would have to resign any other position if elected, but not before.

In this particular case there is another point to consider. RONR p. 21, l. 5 specifies the minimum number of officers required for a deliberative assembly. That number is two: a presiding officer and a secretary or clerk. On careful re-reading of that paragraph, I can find no reasonable interpretation that would suggest these two officers can be the same person.

So, while it may be that a society can combine the offices of secretary and treasurer, for example, or some other combination of duties, the role of chairman and secretary are clearly defined as separate roles, and even where the bylaws or custom do not prohibit holding multiple offices, these two, at least, would need to be separate people.

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So, while it may be that a society can combine the offices of secretary and treasurer, for example, or some other combination of duties, the role of chairman and secretary are clearly defined as separate roles, and even where the bylaws or custom do not prohibit holding multiple offices, these two, at least, would need to be separate people.

One could also argue that the same person can not properly serve as both president and vice-president, since his obligation in the latter role is to act in his own absence.

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No rule in RONR would prevent someone from serving as chair and secretary. For practical reasons, however, it probably isn't a very good idea.

Okay, but then...

What are we to make of p. 21, which specifies the "minimum essential officers"? (plural, emphasis mine) Not a rule?--then why include the section at all? Not requiring different people--then why use the word "minimum"? The language clearly presumes that these two officers are not the same person. "They" are always referred to in the plural. If "they" are members (plural), "they" count toward a quorum (presumably as 2), and they are even seated in different locations.

If there was any thought that these two could be one, the authors did an excellent job of keeping that notion well hidden from even the most painstaking reader.

But, all right, suppose we do not to treat that paragraph as a "rule", then what of p. 20, in the same section, where we learn of the "minimum number of members" needed to transact business, i.e., the concept of a quorum?

Can we say, with apparently equal justification, that no rule in RONR would prevent doing business in the absence of a quorum, but that it simply isn't a good idea? In other words, why should the word "minimum" on p. 20 be interpreted as directive, while the same word on p. 21 is to be considered only suggestive? Or perhaps for the purpose of a quorum, one person can be more than one member? After all, it says "members" not "persons".

Now, it is certainly true that there is no general rule preventing one person from holding multiple offices, but there does appear to be a specific one in the case of the presiding and recording officers.

At least, I submit that a reasonable person (a role to which I aspire, on a good day) could so interpret the language.

Awaiting the firing squad, I remain, your obd svt,

=GPN B)

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At least, I submit that a reasonable person (a role to which I aspire, on a good day) could so interpret the language.

I tend to agree that the presiding officer and the secretary can not properly be the same person. Others may think it's just a strong "should" (as opposed to some of the weaker "shoulds" in RONR). But drawing a parallel with acting in the absence of a quorum doesn't strengthen your argument.

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Okay, but then...

What are we to make of p. 21, which specifies the "minimum essential officers"? (plural, emphasis mine) Not a rule?--then why include the section at all? Not requiring different people--then why use the word "minimum"? The language clearly presumes that these two officers are not the same person. "They" are always referred to in the plural. If "they" are members (plural), "they" count toward a quorum (presumably as 2), and they are even seated in different locations.

If there was any thought that these two could be one, the authors did an excellent job of keeping that notion well hidden from even the most painstaking reader.

But, all right, suppose we do not to treat that paragraph as a "rule", then what of p. 20, in the same section, where we learn of the "minimum number of members" needed to transact business, i.e., the concept of a quorum?

Can we say, with apparently equal justification, that no rule in RONR would prevent doing business in the absence of a quorum, but that it simply isn't a good idea? In other words, why should the word "minimum" on p. 20 be interpreted as directive, while the same word on p. 21 is to be considered only suggestive? Or perhaps for the purpose of a quorum, one person can be more than one member? After all, it says "members" not "persons".

Now, it is certainly true that there is no general rule preventing one person from holding multiple offices, but there does appear to be a specific one in the case of the presiding and recording officers.

At least, I submit that a reasonable person (a role to which I aspire, on a good day) could so interpret the language.

Awaiting the firing squad, I remain, your obd svt,

=GPN cool.gif

I think you've gotten into Mr. Tesser's last year's Christmas punch. wink.gif

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What are we to make of p. 21, which specifies the "minimum essential officers"? (plural, emphasis mine) Not a rule?--then why include the section at all? Not requiring different people--then why use the word "minimum"? The language clearly presumes that these two officers are not the same person. "They" are always referred to in the plural. If "they" are members (plural), "they" count toward a quorum (presumably as 2), and they are even seated in different locations.

As you note, it is generally assumed that the chair and secretary will be different people, for practical reasons. Nothing in RONR, however, requires that they be different people.

If there was any thought that these two could be one, the authors did an excellent job of keeping that notion well hidden from even the most painstaking reader.

It is not at all unusual when writing to think in terms of the usual case.

But, all right, suppose we do not to treat that paragraph as a "rule", then what of p. 20, in the same section, where we learn of the "minimum number of members" needed to transact business, i.e., the concept of a quorum? Can we say, with apparently equal justification, that no rule in RONR would prevent doing business in the absence of a quorum, but that it simply isn't a good idea? In other words, why should the word "minimum" on p. 20 be interpreted as directive, while the same word on p. 21 is to be considered only suggestive? Or perhaps for the purpose of a quorum, one person can be more than one member? After all, it says "members" not "persons".

RONR makes it quite clear that membership is personal, individual, and nontransferable. (RONR, 10th ed., pg. 414) Therefore, a member is only one person, and a person cannot be more than one member. The same is not true for officers. It is entirely possible that one person can be any number of officers.

Now, it is certainly true that there is no general rule preventing one person from holding multiple offices, but there does appear to be a specific one in the case of the presiding and recording officers.

I believe if this was the intent of the authors it would be stated explicitly rather than implied through pronouns and a statement that there are two essential officers, which does not necessarily mean two different people.

At least, I submit that a reasonable person (a role to which I aspire, on a good day) could so interpret the language.

Many reasonable people on this forum have interpreted the language in that way. This is one of the great recurring debates of the forum.

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And why there should be any recurring debate is beyond me. Josh Martin's responses here are clearly correct.

I concede that they may well be correct.

To call them "clearly" correct, given the existence of the recurring debate, is a stretch.

It's certainly clear to anyone who has either presided over or recorded a meeting of any size that doing both jobs at once would be difficult to do at all, let alone well.

On the other hand, if the intent here is that they can be properly combined, it becomes unclear why the minimum was even included in the Work.

If I have not seen as clearly as other men, perhaps it is because I have giants standing on my shoulders :P

Yours, etc.,

=GPN

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It's certainly clear to anyone who has either presided over or recorded a meeting of any size that doing both jobs at once would be difficult to do at all, let alone well.

No one is disputing that it is a bad idea for one person to serve as chairman and secretary (except in small committees, where RONR notes this is the usual practice). But simply because something is a bad idea doesn't mean it's out of order. :)

On the other hand, if the intent here is that they can be properly combined, it becomes unclear why the minimum was even included in the Work.

Because there is a minimum of two officers, but there is nothing which says they must be the same person. It would be improper, for instance, to not have anyone fulfill the role of secretary.

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Because there is a minimum of two officers, but there is nothing which says they must be the same person.

I think Mr. Martin meant to say that there is nothing which says they can't be the same person.

But I've tended to take Mr. Novosielski's position, based on the use of the word "officers" (as opposed to "offices"). Otherwise it would be like saying, "The front gate must be guarded by a minimum of two officers, but there is nothing which says they can't be the same person".

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I think Mr. Martin meant to say that there is nothing which says they can't be the same person.

But I've tended to take Mr. Novosielski's position, based on the use of the word "officers" (as opposed to "offices"). Otherwise it would be like saying, "The front gate must be guarded by a minimum of two officers, but there is nothing which says they can't be the same person".

If one person acts as both presiding officer and secretary at a board meeting, is it your opinion that no business may be transacted?

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It is a bad analogy to use two identical positions (viz., "two officers").

RONR refers to two jobs which are far from identical. - A chair's job is significantly different from a secretary's job.

To fix the analogy, one could have said:

"The front gate must be guarded by a minimum of one jiu-jitsu master and one boxing heavyweight."

There is no rule to say that one person cannot play both roles, and cannot satisfy both requirements, simultaneously.

Other example pairings which could fit a single individual:

• college athletic director and lawyer (e.g., Pat Hayden)

• manager and a roster player (e.g., Pete Rose)

• movie director and movie star (e.g., Woody Allen)

• a sister and a mother (Faye Dunaway's character "Evelyn Cross Mulwray" in the 1974 film "Chinatown")

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If one person acts as both presiding officer and secretary at a board meeting, is it your opinion that no business may be transacted?

I'm tempted to give an Elsmanic answer: "That should never happen".

But I think I'll just say that the language in RONR could lead one to the (mis?)understaning Mr. Novosielski and I share.

And now I'll stop digging.

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... I've tended to take Mr. Novosielski's position, based on the use of the word "officers" (as opposed to "offices"). Otherwise it would be like saying, "The front gate must be guarded by a minimum of two officers, but there is nothing which says they can't be the same person".

"...Furthermore, one officer, designated the lieutenant, should stand in front of the gate, and the other, designated the sergeant, should stand to the left of the gate."

I'm also struck by the uncharacteristically weak language surrounding this question elsewhere in the Work (citation should go here, but I'm temporarily without a copy). I'm referring to the section that addresses the general question directly, and says that in many (most?) societies one person may not hold more than a single office, as the bylaws sometimes provide. (emphasis mine, paraphrased from memory)

Now, if I'm a person seeking two offices in such an organization, one where the rule is "understood" without benefit of bylaws ink, I'm pointing to this forum thread as persuasive evidence that RONR grants me the right to serve in both offices, and that the time-honored understanding of the society, which has adopted RONR as its parliamentary authority, is incorrect and should fall.

But if I'm someone who supports the one-person-one-office rule, the language does not offer me much support. How do I argue for its enforcement in a society in which has never put it in writing yet it is has been, up till now, "understood". Sure, I can offer an amendment, but maybe the election is today.

Or if I'm presiding, and one of those two people raises a point of order, how should I rule?

It's not my intention to beat a dead horse on this issue. I'm learning and benefiting from this discussion, and I thank all those who have weighed in with their views.

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If one person acts as both presiding officer and secretary at a board meeting, is it your opinion that no business may be transacted?

I have actually ruled that way, I believe.

Well, no, wait, it may not have been a ruling as such. I seem to recall that more than once I did refrain from calling a meeting to order in the absence of a secretary, citing the "minimum requirement" of two officers. This incentive was instrumental in convincing someone to volunteer as secretary pro tem (subject to approval by the assembly of course). Or perhaps (memory fades) I did call the meeting to order, and simply did not proceed to the agenda until the secretary seat was filled.

And I would support that position by noting that I was unwilling to serve in both roles at once and thus could not be so compelled, making the election of a secretary pro tem mandatory.

<wrath-fear>

So I guess I have my answer in all cases where I am presiding, and I can live with that pretty well.

</wrath-fear>

One thing I'm certain of: I personally am (arguably) qualified to either preside or record, but I would simply not be capable of performing both roles at the same time without making a mess of one of them, and perhaps both.

I would guess that such super-officers, if they exist, are few and far between, and my hat(s) is/are off to him/her/it/them.

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I have actually ruled that way, I believe.

Well, no, wait, it may not have been a ruling as such. I seem to recall that more than once I did refrain from calling a meeting to order in the absence of a secretary, citing the "minimum requirement" of two officers. This incentive was instrumental in convincing someone to volunteer as secretary pro tem (subject to approval by the assembly of course). Or perhaps (memory fades) I did call the meeting to order, and simply did not proceed to the agenda until the secretary seat was filled.

And I would support that position by noting that I was unwilling to serve in both roles at once and thus could not be so compelled, making the election of a secretary pro tem mandatory.

<wrath-fear>

So I guess I have my answer in all cases where I am presiding, and I can live with that pretty well.

</wrath-fear>

One thing I'm certain of: I personally am (arguably) qualified to either preside or record, but I would simply not be capable of performing both roles at the same time without making a mess of one of them, and perhaps both.

I would guess that such super-officers, if they exist, are few and far between, and my hat(s) is/are off to him/her/it/them.

OK, now answer the question.

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It is a bad analogy to use two identical positions (viz., "two officers").

RONR refers to two jobs which are far from identical. - A chair's job is significantly different from a secretary's job.

But that's the point. Two jobs that are nearly identical would be easier to perform. The significantly different roles of president and clerk would be an excellent motivation for demanding a minimum of two officers to perform them. There is also an inherent check-and-balance situation offered by having two people split the two roles. Errors, if any, are more likely to be caught as they occur. That's not referred to in RONR, but I've long suspected that the General, in his wisdom, may have had that in the back of his mind. I've certainly found two heads at the head table to be better than one, in any number of cases.

To fix the analogy, one could have said:

"The front gate must be guarded by a minimum of one jiu-jitsu master and one boxing heavyweight."

There is no rule to say that one person cannot play both roles, and cannot satisfy both requirements, simultaneously.

If I put out a job order for one of each, and only one person shows up, I'm going to have words with somebody. And don't try to bill me for one jiu jitsu master and one boxer, either, unless there are two people out there by the gate. :)

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OK, now answer the question.

<cough> Well put. Okay:

Yes, it has been my opinion, at least until this latest kerfuffle called it into question, that RONR requires two separate officers (presiding and recording) at a minimum, in order to constitute a deliberative assembly.

As I now re-read that language carefully, I continue to find that to be a clear and reasonable interpretation. So it is also my opinion that conduct of business would be improper otherwise.

I understand that people whose credentials far outweigh my own say that no rule in RONR prohibits one person from performing both roles. I certainly see that as a persuasive view.

But if we consider that "minimum officers" paragraph to be a rule--and why shouldn't we?--then there is such a rule right in front of us. It certainly reads like a rule, and if this minimum is not in fact a minimum, why even take the time to mention it at all, much less so prominently, in the basic principles section, right alongside quorum?

The fact that the meeting must be presided over, and the fact that the proceedings must be recorded are amply covered many times over in the remainder of the Work. Even without this paragraph there would be no way to mistakenly conclude that either of the two roles is somehow optional. So unless the purpose was to sharply define these two roles in particular as being unlike other roles, why stress it here? We should, in my view, interpret this language as having been included for a reason, rather than no reason, and unless the purpose was to create a specific exception in the case of president and secretary, the language seems to be largely unnecessary.

I may be clinging to years of incorrect belief, but unlike any other time I can recall when I was (thankfully) cured of a misconception, I just can't find the support for this "no rule" claim in the Work itself. As I read it, it still appears say (other more general rules notwithstanding) that these two specific roles are to be treated differently, as a minimum of two people seated next to one another.

Fearing the wrath, I remain, yours etc.

=GPN

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But if we consider that "minimum officers" paragraph to be a rule--and why shouldn't we?--then there is such a rule right in front of us. It certainly reads like a rule, and if this minimum is not in fact a minimum, why even take the time to mention it at all, much less so prominently, in the basic principles section, right alongside quorum?

Yes it is a rule of order.

But, like most rules of order, if the rule is violated, no penalty ensues.

• All main motions which were adopted, remain adopted.

• All main motions which were rejected, remain rejected.

• All reports which were presented will have been properly presented.

It is a rule which fails to create a continuing breach beyond adjournment.

(As long as the meeting itself is ongoing, a point of order may be raised regarding the infraction. After adjournment, it will be too late.)

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If one person acts as both presiding officer and secretary at a board meeting, is it your opinion that no business may be transacted?

The self-evident answer is 'YES' and IMO it happens all the time, either because the P and VP are absent and the secretary runs the meeting or because the secretary is absent, the meeting is expected to be short, and the president takes the minutes.

Does this create a great opportunity for problems? Yes.

Is it unwise? Probably.

Does doing so create a continuing breach that would render the meeting null and void? No.

-Bob

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