The bylaws of the corporation provide in part: The president shall be the chief executive officer of the corporation. He or she shall preside at all meetings of the shareholders and of the board. The vice president shall take the place of the president and perform those duties whenever the president shall be absent or unable to act. If neither the president nor vice president is able to act, the board shall appoint some other member of the board to act on an interim basis. Was this legal?
“Most cooperative bylaws provide that the president is to preside at meetings of the shareholders. However, many buildings follow the practice where the president, who is present at the meeting and technically 'presiding,' to permit others to assist with the various agenda items that are set forth in the by-laws. For example, the cooperative's managing agent usually performs the role call and reports whether a quorum is present so the meeting may proceed. When officer's reports are to be given, the cooperative's accountant usually provides the financial report, even though the cooperative's treasurer is present and could give the financial report himself.
“Attorneys for cooperatives often assist the president to conduct elections. This is especially true when a legal explanation of voting procedures is required, such as where 'cumulative voting' is used to elect board members or sponsors and holders of unsold shares are permitted to designate or elect board members. It is quite common for attorneys to assist in conducting the elections at annual meetings and it is 'legal' for them to do so.”