voting in a co president when we do not have a co president in out bylaws

[Guest Debbie]

Our bylaws (Adopted by the booster club April 16, 2018) state "The officers of this booster club shall be a president, executive vice president, secretary, treasurer and vice president of fundraising"

At our election meeting, two members decided to run as "co presidents", I argued that we do not have a position of co president and that the vice president serves that purpose.  The two running together said, "Our bylaws don't say that we can't have a co president" so they ran together against one single nominee.  Of course, since the two had more votes together, they were voted in as co presidents.  We did not amend our bylaws to include a co president.  Is this legal?  One of the two told me that she was running with the other in order to assure that she got on the board.  Seems like this is wrong to me.  Please advise.

[jstackpo]

Take a look at this link's contents:   https://www.dropbox.com/s/jbcnnjcq5l9eaux/Problems With co-anything.docx?dl=0

to see what a mistake you may have made.

And No it is not proper to invent co-presidents on the fly.  Your bylaws don't say that you can't rob banks, either.

[George Mervosh]

As Dr. Stackpole mentioned, it's not proper and null and void (p. 251 (a) ) and at the next reading you should raise a point of order.

RONR notes, when it comes to interpreting bylaws:

"If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited. There is a presumption that nothing has been placed in the bylaws without some reason for it. There can be no valid reason for authorizing certain things to be done that can clearly be done without the authorization of the bylaws, unless the intent is to specify the things of the same class that may be done, all others being prohibited. Thus, where Article IV, Section I of the Sample Bylaws (p. 585) lists certain officers, the election of other officers not named, such as a sergeant-at-arms, is prohibited. "  RONR (11th ed.), pp. 589-90

Using the ridiculous argument of the two members, I wouldn't mind being the treasurer of this club.  I'd write a check for the bank balance to myself and head to Tahiti because I'm pretty sure the bylaws won't say that I can't. 

Edited June 6, 2018 at 04:12 PM by George Mervosh

[Guest Student]

Actually, according to RONR, your bylaws do say you can't have co-presidents. "If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited." (Page 589, lines 33-34).

You've indicated that your bylaws list (aka authorize) specific officers. Therefore, other officers are prohibited. In fact, that section of RONR goes on to give an example to say that where bylaws, "list certain officers, the election of other officers not named... is prohibited." (Page 590, lines 6-8).

So, since your organization has done something that is in contravention of the bylaws, you can raise a point of order at the next meeting. This is one of the exceptions to the rule that a point of order must be made in a timely manner (see pages 250 - 251).

Assuming that one of the co-presidents will be presiding over the meeting, they will likely rule against your point of order. In that case, you will need to Appeal. You will need someone to second your appeal and a majority of votes to be successful. Ideally, the facts of the situation would be enough to convince the majority; but you may want to do some preparatory work / discussions to bolster your case. But now I'm stretching the boundaries of this forum.

[debbie111]

Thank you everyone.  I didn't think it was okay.  Now I'm not sure how to proceed from here.  I will end up the hated booster member for expecting that they follow the bylaws.

[George Mervosh]

20 minutes ago, debbie111 said:

Thank you everyone.  I didn't think it was okay.  Now I'm not sure how to proceed from here.  I will end up the hated booster member for expecting that they follow the bylaws.

You should raise a point of order at your next meeting with the cited material and not worry about expecting a group of adults to follow the rules they've adopted.  If they want co-presidents the bylaws can be amended, although it's a horrible idea.

[Guest Who's Coming to Dinner]

1 hour ago, debbie111 said:

Thank you everyone.  I didn't think it was okay.  Now I'm not sure how to proceed from here.  I will end up the hated booster member for expecting that they follow the bylaws.

You need to drum up support from your fellow members before you take the formal step of raising a point of order. If everyone else thinks it's just ducky to have co-dependent presidents, then you will still lose, rules be damned.

[debbie111]

 

1 minute ago, Guest Who's Coming to Dinner said:

You need to drum up support from your fellow members before you take the formal step of raising a point of order. If everyone else thinks it's just ducky to have co-dependent presidents, then you will still lose, rules be damned.

I'm afraid you are right!