Bylaws Requiring Admin Approval for Exec Cmte decision

[Polly Reeder]

Our 501c3's new (first) Bylaws state that a mid year vacancy in the Executive Committee (made up of four officers) "shall be filled by the Executive Committee with the approval of the school's administration". The current three officers elected a fourth officer, with a 2-1 vote. However, the school administration (principal) is now requiring that the office be filled by a unanimous vote, and will accept/approve the same, or any other candidate, as long as the current three officers all vote in favor of the candidate. Can administrative approval impose a requirement that does not align with voting within Robert's Rules? (The 501c3 is a PTO of a public middle school.) (Don't even get me started on the additional inappropriate administrative powers that were also included in the Bylaws...)

Thanks very much!

[George Mervosh]

The principal can't change the fact that a vote of 2-1 adopts the motion the executive committee voted on, but since you state he has to provide his approval, he can simply not approve the election of the fourth officer.  As a practical matter, I think the answer to your question is yes, unless there are some other rules that govern that we don't know about.

[Richard Brown]

Agreeing with Mr. Mahvash, the principal can decline to approve the nomination for any reason or even for no reason. I don’t see that he is even required to provide a reason.  If the organization doesn’t like this, its remedy is to either hire a new principal or amend the bylaws.  

Personally, for whatever it’s worth, I find it a bit strange that the principal, who is presumably a hired employee, essentially has veto power over filling a vacancy on the executive committee which may have the right to fire him.  However, they are your bylaws and you must either live with them or change them.
 

Edited October 12, 2020 at 01:05 PM by Richard Brown
Typographical correction

[George Mervosh]

6 minutes ago, Richard Brown said:

Agreeing with Mr. Mahvash

That's Bob Mahvash to your dictation app, sir.   

[Richard Brown]

9 minutes ago, George Mervosh said:

That's Bob Mahvash to your dictation app, sir.   

Oh, Jeez, You don’t know how often my phone does that! I  usually catch it, but obviously did not catch it this time! My apologies, my friend! 

[Weldon Merritt]

1 hour ago, Richard Brown said:

Personally, for whatever it’s worth, I find it a bit strange that the principal, who is presumably a hired employee, essentially has veto power over filling a vacancy on the executive committee which may have the right to fire him.  However, they are your bylaws and you must either live with them or change them.

I don't think a PTO (Parent-Teacher Organization) has the authority to hire and fire school employees. The school board would have that authority, but not the PTO.

Even so, I also find it strange that the PTO Bylaws require administration approval for filling vacancies.

[Richard Brown]

54 minutes ago, Weldon Merritt said:

I don't think a PTO (Parent-Teacher Organization) has the authority to hire and fire school employees. The school board would have that authority, but not the PTO.

Ahh, you are right. I agree. I missed the fact that this is a PTO, which the original poster mentioned at the bottom of the post. I was thinking that it is a school board with the authority to hire and fire the administrator.

nonetheless, I do still find it strange that the administrator has veto power over filling a vacancy on the executive committee. 
 

[Polly Reeder]

Thanks so much! I was afraid that would be the response. Your very quick expertise on this is so helpful!