Bylaws & Officers

[Guest Rita]

We are a new Non-profit board and most of the members have never served on a board. Currently our bylaws state that we have an executive board made of up of 2-9 persons with a President, a Secretary and a Treasurer. We also have 3 other people on the Board. The President has decided that she is going to name one other person as the Vice-President even though our bylaws do not state that we even have a VP position. She is also vesting powers into this person to basically act as a Co-President and they are making up all the rules for the organization without votes by the other members of this board. Is this allowable? Both creating a VP position and then making all the rules themselves?

[Chris Harrison]

The President only has the authority that the bylaws give her. If the bylaws don't provide for a Vice President then one doesn't exist.

[jstackpo]

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Then amend your bylaws to set the number of Board members as a specific number. With a "range" ("2-9") how do you know if you have a vacancy? Or how many to elect to the positions?

[David A Foulkes]

Is this allowable?

Almost certainly not, but if you let her get away with it, almost certainly yes.

[Gary Novosielski]

Absolutely not, and if you let her get away with it, this will be only the beginning of your troubles.

Officers (and their offices) can only be created by naming them in the bylaws. And almost all of the powers to do other things (that do not conflict with the bylaws) are vested in the entire board (or rather a majority of it) and almost no powers are vested unilaterally in the president.

But hold onto your hat, because you've got a live one here. You really need a copy of RONR, or at least RONRIB, because this president is already out of control. Be prepared to question nearly everything she claims she has the power to do. If it's not in the bylaws, she probably doesn't have it, because RONR considers presiding over meetings to be the primary, and practically the only, "power" a president has.