When Bylaws are silent #2

[Spencer]

Our Bylaws call for the following officers:  President, First VP, Second VP, Secretary and Treasurer.  The Bylaws also state, "There may also be other positions designated by the Board of Directors, as needed."  My questions are:

1.  Can a Director hold more than one office, for example, the same person as President and Treasurer?  Is there a risk to the organization with this situation?

2.  If the Director currently in the position of President is voted out of office, but not off the Board, it is being assumed that the First VP will take over until an election is conducted for a new President.  Are we making the correct assumption?  The Bylaws state, "The First Vice-President shall, in the absence or disability of the President, perform all the duties of the President, and when so doing shall have all the powers, and be subject to the same restrictions as the President."

3.  If two Directors want to share the responsibilities of President, can the office of Co-President be adopted without a change to the Bylaws given the statement that other positions may be designated by the Board as needed?

Thank you for your help!

[Atul Kapur]

1. RONR has no restriction on how many offices one person may hold. A person should not hold two incompatible offices at the same time, such as president and vice president. No matter how many offices one person holds, that person only has one vote.

2. The standard in RONR is that the vice president becomes the president for the remainder of the term. Your bylaws, which supersede RONR, say that the vice president will "perform all the duties of the President" instead. Your assumption as to what your bylaws mean is reasonable. If someone raises a question, then your organization will need to answer the question for itself.

3. No.

[Spencer]

Thank you very much, your help is appreciated!