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Our co-op by Laws are consistent with BCL in stating that the board is to include a President, a Treasurer, a Secretary and as many Vice Presidents as they like.
Our board is trying to introduce new titles such as First VP, Second VP, Spokesperson, and so on. They even published a Co-President who is also Treasurer, but fortunately are retracting that one.
Since the By Laws don't expressly prohibit other titles not in the. By Laws for Directors and Officers, can a board tinker with the titles? Will it have any repercussions for the corporation or the the D&O insurance?
Thank you
Thank you
Can we get an attorney familiar with this issue to answer the question? We have the same problem and most shareholders are curious about this. Thanks in advance to whoever professionally responds.
You don't need an attorney, your bylaws should clearly state the functions of the four main offices: President - Treasurer - Secretary - Vice President(s)
You can have as many fancy titles as you want, assistants, 1st, 2nd VP.
But do not tamper with the functions of the main positions. Their duties are clearly described in the governing documents. For example, no such thing as co-president, that is the VP function.
Here is a good reference document, with lots of guidelines: http://www.ksnlaw.com/assets/Board_Member's_Guide_to_Conducting_a_One-Hour_Meeting.pdf
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My Board has created titles such as First and Second VP, Chief Operating Officer, and Assistant Secretary. No controversy arose. Though I was concerned that the duties and responsibilities of the COO were never defined.
H.
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