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I am the Executive President and only remaining officer of a small nonprofit corporation.  All of the other officers, i.e. vice president, treasurer, secretary, etc, have dropped out.  Our constitution requires so many officers present to conduct business and to vote on constitutional amendments.  Do I have authority to appoint acting officers for the purpose of transacting corporate business until properly elected officers take over?  Our by-laws are silent on this issue.

This is a question of state law, but normally the directors are the individuals who have the right to fill vacancies among the officers.  If there is no distinction in your organization between officers and directors, you probably have the power.  But it sounds like you have a membership that will ultimately get around to properly electing new officers.  If that is the case, you may want to call a special election meeting to accomplish that now if there is a question about your authority to appoint to fill the vacancies. If you don't have a quorum of the required officers to transact general business, you may not be able to take any formal action other than to select new officers of call the special meeting.

Rev. 7/3/2012

Article Archives >> To the Point