Chairperson's "role" in a small board setting

Started by LynneP1 • 8 replies • 208 views

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LynneP1 (Oregon)
Posts: 17

Posted:

This is a kind of follow up to an earlier post (8/23) about a small (dysfunctional) board with several new members who were getting their sea legs (all brand new board members as of last summer).

The board has the following positions: Chair, vice president, secretary, treasurer. There are currently (6) board members. The chair person has been operating defacto as chair, secretary and treasurer - obviously not ok. Because of the steep learning curve of new members, this situation has been allowed to coast. The chair 'held' these positions when the previous (dysfunctional) board was much smaller - down to a minimum of 3. She's used to operating in this manner. When challenged she, having become accustomed to this unchallenged power, balks at delegating - even though the 'delegating' is the obvious legal and functional way to go.

This chairperson has successfully created a situation where other board members believe she holds some kind of 'extra' authority or power to make decisions (often outside of due diligence methods). The bylaws (below) outline the obvious 'role' of chairperson:

"The Chairman shall be the chief executive officer of the association. He shall preside at all meetings of the association and of the Board of Directors. He shall have all of the general powers and duties which are usually vested in the office of Chairman of an association, including but not limited to the power to appoint committees from among the unit owners from time to time as he may in his discretion decide is appropriate to assist in the conduct of the affairs of the association."

Here's the question. How do owners and other board members assess - and respond - when 'all of the general powers and duties which are usually vested in the office of Chairman of an association' has drifted into something else, where the chairperson makes decisions outside of that (pretty obtusely defined...) role? What are some specific tools that can be used to rein back in this unchallenged chair?

My observations are as a current owner, and former but not current board member.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Lynne

This "Chairperson" has one vote as does each BOD Member. It is up to the BOD to reign them in.

KerryL1 (California)
Posts: 14,550

Posted:

With JohnC, the Board has the power to vote ppl. in to fill the officer positions. The other directors simply place "selecting officer positions" or some such on an open meeting agenda, and make motions and vote.

But it sounds like she's buffaloed the other directors (shame on them!!) into thinking she rules & is the boss. And THEY let her make decisions without a vote of the Board???

If OR requires open HOA meetings, why not attend and during the open forum period ask the Board why they do not have officers as specified in your Bylaws?

GregoryT1
Posts: 315

Posted:

hi Lynne,

"This chairperson has successfully created a situation where other board members believe she holds some kind of 'extra' authority or power to make decisions (often outside of due diligence methods). The bylaws (below) outline the obvious 'role' of chairperson:"

I am really interested in knowing one concrete example where by their behavior and hers that this shows up. An example was there a project where the decks need to be stained. She is the one who made a decision that it needs to be done, and she already hired the contractor and she then reports the info to the board. I am just curious on the details of the dynamics.

Thanks

MichaelS56 (Minnesota)
Posts: 858

Posted:

We do not have a "Chairperson" position listed in our governing documents. We have a President, Vice President, Treasurer, a Secretary and a Member-at-Large. Each position has their basic responsibilities listed in the governing documents.

KerryL1 (California)
Posts: 14,550

Posted:

It looks like OR statue doesn't permit the prez to hold the other offices too ...IF I'm citing the right statute.

ORS 65.371:
“(1) A corporation must have a president, a secretary, a treasurer …
3)….
(b) The same individual may not serve simultaneously as the president, secretary and treasurer of a public benefit corporation.”

But it's the Board that must appoint the officers and it sounds like they simply won't. Your Bylaws probably state that officers are appointed by the Board annually. If not, what do they say a bout officers?

The duties of the president you wrote are pretty typical. but I wonder if somewhere else, perhaps in your own Bylaws or in cooperation code it's stated clearly that Board govern nn-profits, not presidents.

Does your HOA have a management company? Many provide training and you Board really needs it!.

You may have to prepare for the next election by finding candidates, encouraging them to run, and supporting their candidacies.

DeanJ
Posts: 1,786

Posted:

Within any group there is a leader. Why a board would want a chair who isn’t a leader is a bit baffling,

CathyA3 (Ohio)
Posts: 6,299

Posted:

General observations:

In a small HOA, 6 is too many board members. You often can't fill all of the positions, and 4 directors must be present in order to conduct business (3 is not a quorum in this board). It was drafted to maximize the chances of it being approved.

In addition, you can't break tie votes. This is why many on this site talk about having 3-person or 5-person boards. My condo community of 74 units has a 3-person board, with each director serving staggered 3-year terms. Not only is that adequate, it's small enough to discourage cliques from forming. We also often have trouble filling the third position, but since 2 directors form a quorum we can at least conduct business while trying to fill the third seat.

More directors usually means more drama - although two can manage it just fine if they're the type. I also suspect that more directors can make for a less businesslike atmosphere - meetings can seem more like getting together with the neighbors to shoot the breeze.

Large boards can also lead to inventing roles such as "chairperson". This is the first time I've heard of such a thing. Generally the board president presides at meetings - that and signing contracts are their main functions. If a community employs a manager, sometimes the manager runs the meetings. This is perfectly fine if the board agrees that this is one of the director's duties. But that doesn't make the manager a "chairperson".

If a board has created a role and they're not sure what the person in that role is supposed to do, that's another sign that there too many cooks in the kitchen.

What do your bylaws say about all this? The bylaws should spell out how many directors, lengths of terms, and duties of each. They will also describe the officer positions, the officers' duties, and whether or not the board can create ad hoc officer positions. You can't just create new directors - that would require amending the bylaws, and there is a correct procedure for that.

This situation seems to encourage dysfunction.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

Posted By CathyA3 on 05/21/2024 3:53 AM
General observations:

In a small HOA, 6 is too many board members. You often can't fill all of the positions, and 4 directors must be present in order to conduct business (3 is not a quorum in this board). It was drafted to maximize the chances of it being approved.

...snip...

Strike that last sentence. Not sure where it came from....

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