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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