Our nonprofit's bylaws state that there shall be the following elected officers: President, First Vice President, etc. Would having two co-presidents sharing the position of president be legally construed as being in violation of our bylaws and endangering our 501(c)(3) status? (We can't find any one person who wants to be president but there are 2 people who are willing to be co-presidents.)
First, the IRS doesn’t care what you call your officers or how many you have, and the presence or absence of a president will, by itself, have no effect on your 501(c)(3) charitable exempt status.
Second, it is not unusual to have vacancies among officer positions and I wouldn’t consider it illegal to have a vacancy. Most state nonprofit corporation laws have a requirement for a person to function as president, but your bylaws probably allow the board to appoint “other” officers so the board could appoint two people to serve as president -- co-presidents -- and spell out their rights and responsibilities. That is a little messy, but I think not illegal.
Whether it is a good idea is another question. I was involved with a nonprofit 25 years ago that tried to have co-presidents, until a major funder came along and said that an organization with co-presidents didn’t have a strong enough board to be worth funding. If you don’t have somebody willing to take leadership responsibility, it does say a lot about the strength of your board. While you temporize with co-presidents, you ought to do some serious board development to find people willing to commit to the organization.
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Aha, but what if by-laws are silent about how co-presidents’ votes are counted in decision-making. Our nonprofit by-laws permit co-presidents, but do not specify whether they have one vote to cast, or two. This comes into play only with the election of officers, as the board otherwise operates by consensus. -- GRG via email
Normally the bylaws will provide for votes by directors, not by officers. Assuming that both co-presidents are also directors, they should each have the same vote as other directors, probably one. If one is not a director, that co-president would not have a vote.
If the bylaws provide votes for officers, a very unlikely situation, check the language. I would expect it to provide that each officer has a vote, in which case each of the co-presidents would have a vote. --Don Kramer
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