Yes, I am certain the VP doesn't want to be President. She brought this entire conversation up.
I think I have found a way around the issue though without having to do the "cheesy" method. Our by-laws stipulate that any officer can be removed from an office at any time with or without cause by a 2/3 majority vote of the board at a special called meeting. This meeting will fall under that rule. So, she moves up. The board then votes to remove her (stating cause = conflict of interest) and then votes to fill the position as stated in another section of the by-laws since that position would be vacant.
As to proxy, we are incorporated but we are not a stockholder organization. So, my understanding from Robert's Rules (which is referred too as the default for anything not covered in the By-Laws) is that a proxy vote is not allowed.
The by-laws were just revised last year and at that time there was no issue of "conflict of interest" from the principal with having teachers in board positions. We had actually had positive experiences with it in the past! Based on the new administration that has changed though (obviously), so we will look at amending the by-laws, as needed, after this is resolved. We can't amend them before to resolve the issue because an amendment has to be presented at a general meeting, tabled for 30 days, and then voted on by the full membership. This would take at least 2 months to accomplish and the VP doesn't want to serve even that long. Plus, we never have a quorum at the general meetings anyhow (unfortunately.)
Has your PTO thought about amending your by-laws? Our by-laws state that they may be amended at any time with a majorty vote of all board members. Situations come up, just like this, that were never thought of when the by-laws were created. Make a motion to amend the by-laws, and address the two issues at hand in them....vote on the new by-laws and run by them (assuming t is passed).
Good Luck!
Option 2 is the option of choice. Although you think it's cheesy, it is what is expected of you when you don't want the VP to be Pres.
It can all be done at one meeting.
As far as proxies are concerned- if your bylaws don't mention them then you can't allow them unless you are incorporated. That gives you a whole new set of rules to play by.
You can have a day of voting- opening polls in the morning and closing them in the evening- thus allowing people to come and vote during anytime on that day.
Just make sure you can keep track of who voted.
I suggest you amend your bylaws to stipulate that teachers can't be Presidents and VPs so this doesn't happen again.
BTW, are you sure that your VP is willing to step down?
Some would not consider this a conflict of interest. Presidents should be presiding with neutrality. If everything comes to the board and the Pres. doesn't vote, then there should be no COI.
Last school year, under a different principal, the PTO board approved a set of by-laws, which we have done our best to function under since then. We also just recently received our 501c3 status.
This year our school administration changed and we have a new principal and vice principal. Now suddenly the PTO president has resigned for personal reasons (and due to some tension between she and the vp.)
The by-laws call for the vice president, who is a teacher, to become the president and the vp slot to be filled. There are no other specifications for officers but for president.
The vp (teacher) and the new principal are now concerned that if the vp becomes president it presents a conflict of interest. (The PTO does things for the school/teachers and now a teacher is leading it, etc.)
As far as we can tell there are 3 options:
1) The by-laws are followed the VP becomes president and a board member is elected into the VP slot. The president then delegates a majority of things to the VP (which is covered in the by laws.)
2) The by-laws are followed and the VP becomes president and a board member becomes VP. The new president then resigns and the VP moves up into the president's slot and the VP slot is once again filled, most likely by re-election of the current (1st) VP back into that spot. (Which is "technically" within the rules of the bylaws but seems cheesy in the process.)
3) The VP, as acting president, makes a motion and nominates a board member to fill the president's position with the explanation as to the concerns and the fact that it is felt this would be in the best interest of the PTO and school. The board member is then approved by majority vote, etc. This is not covered in the by-laws but seems to be in the overall best interest at this point.
We also have a second potential issue...
The by-laws do not mention anything about a "proxy" vote. There are a few board members who can't be present at the special called meeting to decide the president issue. They are requesting proxy votes. The by-laws say nothing about a proxy vote for any reason. Since it is unspecified is it necessary to comply with the request? The concern is the precedent a proxy vote for this issue could create. If a proxy is allowed, since it was requested, will we have to allow it for everything... that could hinder the PTO's future operations, etc. The vote won't happen without a quorum (over 50%) of the board at the special meeting anyhow so the proxy isn't needed for quorum issues.
So, the question is... do we have to follow the by-laws to the letter, even if it is deemed not in the best interest of the school? If we follow it to the law, technically we can use option 2... but is that wise? If something isn't covered by the by-laws how is that resolved?
Obviously we need to readdress these issues in the by-laws... once we get through this rough spot.
