Officers serve at the pleasure of the board

At the first board meeting after every owners meeting, where new directors have been elected, the directors should vote on who will be the president, the secretary and all other officers that the by-laws call for.

The president and the other officers hold their positions at the pleasure of the majority of the directors. The owners do not elect the officers. The pleasure of the board should be confirmed after every AGM.

No director has the right to retain an office due to seniority or because he or she held that office prior to the last election.

While holding office, there may be times when an officer needs to be removed.

Failing in their duties

In November 2013, Toronto City Councillors voted to strip Rob Ford of many of his powers.

If the treasurer signs cheques without checking them against the invoices or pre-signs a few cheques and gives them to the manager or cannot read the monthly financial statements that are provided by the management company, then the treasurer must step down or be replaced.

If the secretary cannot record the minutes without making serious errors or deliberately distorts in the minutes what was said and voted on at board meetings or at an AGM, then that secretary must be removed.

If the president does not know the meeting rules, is disorganized or cannot run an orderly meeting, you need a new president.

Obviously, when a president has lost the confidence of the majority of the directors, he should be removed at the next board meeting.

Erratic behaviour
If a president or treasurer won't share information and keeps corporation documentation at home, threatens to quit if he doesn't get his own way or does both, then they need to be removed from office immediately.

If a deposed director remains disruptive on the board, then the majority directors may have to requisition an owners meeting to have the director removed from the board.

Exceeding their authority
If the president exceeds his authority by signing contracts without the board's approval, terminating employees, granting certain privileges to his friends and supporters or is seeking benefits for himself from the contractors, then the president must be replaced.

Richard DeBoest, a Florida lawyer wrote on this issue in a column in the Naples Daily News.

Q: I am on the board of directors for a condominium complex. My question is what can I do when the president of the board takes it upon himself to change a policy three days after a motion is made and passed by the entire board at a monthly meeting about that policy?
W.B.
Bonita Springs

A: You should inform the president that he has acted without authority, contrary to the will of the board, and his action is a nullity. Then, with the support of the other board members, if the president does not acknowledge his error and agree to act as the board directs in the future, the board should remove the president from office. Removing an officer can be done with a majority vote of the board as opposed to removing a director which requires a vote of the owners.

The person removed as president will still remain on the board as a director, however. As I have been known to point out, when it comes to wielding any power being the president of a community association is more like being the Queen of England than anything else — nice title, no power. Or as they say in Texas, "Big hat, no cattle."

The authority to take action on behalf of the association rests with the board not the officers. The officers serve at the pleasure of the board and may only act with the approval of the board. If you review your bylaws you will likely find a description for the roll of the president. A typical provision provides that:

"The President shall be the chief executive officer of the Association; he shall preside at all meetings of the members and Directors, shall be ex officio a member of all standing committees, shall have general and active management of the business of the Association, and shall see that all orders and resolutions of the Board are carried into effect. He or she shall execute bonds, mortgages and other contracts requiring seal of the Association, except where such are permitted by law to be otherwise signed and executed, and the power to execute is delegated by the board of directors to some other officer or agent of the Association."

You will note that the president's authority is subject to the board. This is not to say that the office of president is not important. The person who serves as president should possess leadership and organizational qualities, be adept at consensus building and provide a steady hand.


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