Co-Officers

[Guest Barb]

Our organization elected a new board at the end of December. By the second week of January, the Treasurer, Secretary and Sargeant at Arms resigned. All agreed that a Sargeant at Arms was not necessary in our group. No one wants to take on the daunting Treasurer task alone. Roberts Rules does not recognize two people holding the same office, which leads me to my question. Our group follows RR. We are holding a special election soon for new Officers. Can there be an election for a Treasurer and a Co-Treasurer? Or would the Co-Treasurer be an appointed position, much like Sargeant at Arms, without voting rights in board meetings? Any help is greatly appreciated.

[David A Foulkes]

If your bylaws don't define the position of Co-Treasurer, then you can't have one. If your Treasurer's duties are so daunting that no one person can manage them, perhaps you need to review those duties and see if they could be split between two positions. Maybe you need one person to manage the regular banking/checkbook kind of stuff, and another to manage the investment portfolio. Or whatever. Still, you would need to amend the bylaws to create the new position before you elect/appoint anyone to it.

[g40]

My suggestion, as long as your bylaws/governing documents allow, is to name one person as the Treasurer and the second person as an Assistant Treasurer.

[sMargaret]

When you're amending the bylaws to divide the treasurer job up, you'll also want to remove any requirement to have a person in the Sargeant at Arms position.

Another possibility might be a Financial committee, chaired by the Treasurer - depends on why the job is so hard.

[Guest Barb]

I should have put "daunting" in quotes. An Assistant is not necessary, it appears as though they are looking to create a "voting" position for the Sargeant at Arms. She resigned when the officers were informed that she was not eligible to vote as an officer.

Our bylaws state, "the elected officers of the Association shall consist of a President, Vice President, secretary, Treasurer, and such other officers if needed, of such other titles as the board may from time to time designate."

With that last little piece, would the bylaws still need to be amended, or does that give them wiggle room? Our bylaws only describe the duties of the four main positions.

[Guest Edgar]

. . . does that give them wiggle room?

I'd say it gives them more than wiggle room. Just make sure your spell-checker is turned on when you create the office of Sergeant-at-arms.

[sMargaret]

Stupendous amounts of wiggle room.

[Guest Barb]

I am a former board member of a non-profit in Texas. After a very contentious board meeting where our top donors spoke and expressed a "no confidence" in the existing board and suggested that they should all be replaced (due to paralyzing in-fighting), a group of former board members and members from the outside donor organizations have convinced the board to resign at a 'Special' meeting in one weeks time. They have agreed to appoint (elect) a selection of us to run the Board for short duration until we can find candidates for permanent election. They are all in agreement to do so and notice outlining the intent was posted in accordance with the bylaws.

My issue: It stats in the bylaws that new board members can only be voted upon in a "Regular" board meeting. The bylaws do not prohibit the voting at a "Special" meeting, but the language is specifically written as "Regular" meeting.

My Question: Can a motion be made after the opening of the meeting to suspend this bylaw for the purpose of voting in new members, given the pending resignations of all members later in the same meeting, at this "Special' meeting - as long at it passes by a 2/3rd majority?

Bigger Question: Is there a procedure for this in place already that would make this easier?

Thank you !

Oops! Thank you!

The position they want is a co- treasurer position, which it sounds like they CAN do with the wiggle room. But RR does not support two people in one position. That brings me back to the voting rights of a "co" anything.

[Guest Barb]

Sorry - I accidentally quoted from another board.

[sMargaret]

Well, if your Treasurer role is defined in your bylaws, then you'd have to change those to add a Co-Treasurer position, as that would affect the Treasurer position.

You could add a voting Sergeant at Arms, though...

[Josh Martin]

I should have put "daunting" in quotes. An Assistant is not necessary, it appears as though they are looking to create a "voting" position for the Sargeant at Arms. She resigned when the officers were informed that she was not eligible to vote as an officer.

Our bylaws state, "the elected officers of the Association shall consist of a President, Vice President, secretary, Treasurer, and such other officers if needed, of such other titles as the board may from time to time designate."

With that last little piece, would the bylaws still need to be amended, or does that give them wiggle room? Our bylaws only describe the duties of the four main positions.

Apparently your Bylaws grant the board the authority to create new officer positions, so it seems it would not be necessary to amend the Bylaws unless you plan on changing the existing positions. Based solely on the quote provided, however, it's not clear that making the Sergeant-at-Arms an officer would necessarily make her a voting member of the board. Check what your Bylaws say about who the members of the board are.

The position they want is a co- treasurer position, which it sounds like they CAN do with the wiggle room. But RR does not support two people in one position. That brings me back to the voting rights of a "co" anything.

You could create a "Co-Treasurer" position, but you'd need to amend the Bylaws if you plan on changing the Treasurer position at all - such as the Treasurer's duties. Whether the Co-Treasurer would be a voting member of the board is not clear based upon the information provided.

[Guest Barb]

Thank you! We surely do not want a Sergeant at Arms position. The Membership is happy with the four basic officers. The two remaining officers want an extra voting member among them, and tha is why they want to create a "co-treasurer" position. . It does make sense that bylaws would need to be amended for a "co" position, since that would affect the existing treasurers duties.

Oh my. The bylaws can't be amended before the special election, so I believe they will simply need to fill the Treasurer and Secretaries positions at the next meeting.

[Guest Barb]

Thank you Josh! What information would help to clarify whether or not a "Co-Treasurer" would have voting rights? It seems like whoever originally put together the bylaws went online, grabbed pieces of bylaws from different organizations, sewed them together and called them ours. I don't believe they had experience with bylaws or RR.

[Guest Barb]

One final question if anyone is available to help this morning! I looked at the Treasurer's description. Our bylaws state: "The Board may appoint an assistant treasurer to which the Treasurer may delegate any of the Treasurer's duties to be performed in the Treasurer's absence".

Am I correct in reading that as an appointed position and not an elected position, and as such the Assistant Treasurer would not have an officer's vote?

[David A Foulkes]

One final question if anyone is available to help this morning! I looked at the Treasurer's description. Our bylaws state: "The Board may appoint an assistant treasurer to which the Treasurer may delegate any of the Treasurer's duties to be performed in the Treasurer's absence".

Am I correct in reading that as an appointed position and not an elected position, and as such the Assistant Treasurer would not have an officer's vote?

Well, based on these little bylaw snippets, it surely seems that when they say "The Board may appoint", one could reasonably assume that means appoint, not elect. But how one gets into an office or position is generally less important than whether that person is a member of the assembly that meets. If this assistant treasurer is selected from the general membership, then s/he will have a vote at general membership meetings. As for voting at board meetings, if the bylaws don't say that the assistant treasurer is a board position, then no voting (or any rights) would be enjoyed by the assistant treasurer at board meetings.

So, check your bylaws for an article/section on who makes up the board. People in those positions have voting rights at board meetings, all others do not.

[Guest Edgar]

Our bylaws state: "The Board may appoint an assistant treasurer to which the Treasurer may delegate any of the Treasurer's duties to be performed in the Treasurer's absence".

I believe this slow release of snippets from the bylaws is what was once, in the days before political correctness, known as the Chinese Water Torture. Or Death by a Thousand Cuts.

Please, stop the madness!

[David A Foulkes]

Please, stop the madness!

By which, I believe, Edgar is not imploring you to post your entire bylaws here. In fact, I believe, he means no more. We don't interpret bylaws here, although we can tell you what RONR says about certain related parliamentary matters that might be referenced in the bylaws. Whatever your bylaws say, and mean, is up to your organization to determine, amending them as necessary where any confusion or ambiguity arises. See pp. 588-591 (RONR 11th Ed.) for insights into interpreting your bylaws, and the rest of the book for other helpful information.

But do please continue to post questions about Robert's Rules and general parliamentary topics here, and we'll do our best to answer them, and offer knowledge and guidance best we can.