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President's Authority

Started by KathyeW • 27 replies • 4987 views

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KathyeW
Posts: 4
Posted:
I'm a new Board member and confused about the roles as Director and officer. Do I understand it correctly that the Board makes all the decisions and the officers carry out the wishes of the Board....or does the President give orders and tasks to the other Board members who are also officers? If that's confusing...here's the situation. The Board recently decided one of the other Board members would replace the President as the liaison for the project manager of a renovation project for our condos. In fact, the President suggested this. It was discussed and all on Board voted yes. Two days later the President now says he will continue as the liaison and the remaining Board wants the Board decision to stand....the other Board member to serve in that capacity. Bottom line....Does Board tell President what it wants or does President tell other Board members/officers how it's going to be. thanks
SusanW1 (Michigan)
Posts: 5,202
Posted:
The pres's duties should be stated in the bylaws or other documents. If it says he is to be liaison, then that's what should be.

On the other hand, if there are no directions from your documents, the board decision stands. Don't let this one person have authority that he does not possess. That goes for any board member.

PS WHY does the rest of the board not want him to be the liaison?
KathyeW
Posts: 4
Posted:
The President has been disrespectful, mean spirited, irrational and the project manager has asked for a different "contact person" from the board or they will quit the job. The project is worth several million dollars and we need this project manager (who is representing the owners, not the general contractor) to see us through.

Our documents are similar to all other HOA documents and they say that the President is the spokesman for the HOA...which has been interpreted to mean the President is the liaison. We don't interpret it that way, but are being bullied, so to speak. The other Board members are standing firm.
MicheleD (Kentucky)
Posts: 4,491
Posted:
Quote:
Posted By KathyeW on 04/21/2010 1:54 PM
The President has been disrespectful, mean spirited, irrational and the project manager has asked for a different "contact person" from the board or they will quit the job. The project is worth several million dollars and we need this project manager (who is representing the owners, not the general contractor) to see us through.

Our documents are similar to all other HOA documents and they say that the President is the spokesman for the HOA...which has been interpreted to mean the President is the liaison. We don't interpret it that way, but are being bullied, so to speak. The other Board members are standing firm.

Kathy, could you please post the exact language?

In most cases, the president has no more power than any other board member or officer. The president may or may not have specific duties and responsibilities assigned, but unless your documents specifically state otherwise, the president is not the "boss" of the board.

S/he may be designated as the person to preside at meetings, sign checks, enter into contracts on behalf of the association (after the contract has been approved by the entire board), etc.

But his/her vote is no greater than any other members.

Many leader types tend to hold offices like president, but good leaders know that they are there more for direction and advice, and not unilateral power grabs.

Here is the language in our by-laws regarding the president's duties and responsibilities. Notice in almost all cases, his/her actions are controlled by an action of the ENTIRE board of directors:

SECTION 5. President. The president shall be the principal executive officer of the Residents Association, and subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Residents Association.

He or she shall, when present, preside at all meetings of the members and of the Board of Directors.

He or she may sign, with the Secretary or any other proper officer of the Residents Association thereunto authorized by the Board of Directors, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Residents Association, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Hope that helps!
KathyeW
Posts: 4
Posted:
Here's our language:

4. President. The President shall be the chief executive officer of the Association and shall preside at all meetings of the Association and of the Board of Directors. The President shall have all of the general powers and duties which are usually vested in the office of president of an association including, but not limited to, the power to appoint committees from among the Owners to assist in the conduct of the affairs of the Association.

The President shall sign, with the Secretary or an Assistant Secretary, certificates of membership, any deeds, mortgages, bonds, contracts, leases, or other instruments which the Board of Directors has authorized, except in cases where the signing and execution thereof has been expressly delegated by the Board of Directors to some other officer or agent of the Association, or is required by law to be otherwise signed or executed. The President shall not have the power to bind the Association to any employment agreement on behalf of the Association unless such employment agreement has been expressly approved and authorized in advance by resolution of the Board of Directors. In the event any such employment agreement (whether or not these Bylaws be amended incident thereto) limits or qualifies the authority of any such officer in a manner inconsistent with these Bylaws or imposes on such officer duties not provided for under these Bylaws, then the provisions of such employment agreement limiting or qualifying such authority and imposing such duties shall be valid and effective notwithstanding any inconsistency between the provisions of the employment agreement and the provisions of these Bylaws.

That's it!
GlenL (Ohio)
Posts: 5,491
Posted:
Kathye, you might want to remind the president that s/he serves in that position at the discretion of the rest of the Board and that if s/he insists that the president is the contact person; then perhaps s/he would like another position on the Board better.

This is of course predicated on members electing directors and directors electing officers; if your HOA directly elects officers (some do) then in the immortal words of Emily Litella - "Never mind."
Studies show that 5 out of 4 people have problems with fractions
KathyeW
Posts: 4
Posted:
Therein lies the problem! None of us has the time or wants to be President! We just want our Board not to be disfunctional and not abusive!
MicheleD (Kentucky)
Posts: 4,491
Posted:
Quote:
Posted By KathyeW on 04/21/2010 2:54 PM
Therein lies the problem! None of us has the time or wants to be President! We just want our Board not to be disfunctional and not abusive!

Then, with all due respect, someone had better make the time, or live with the inevitable.
TimB4 (Tennessee)
Posts: 21,059
Posted:
Quote:
Posted By KathyeW on 04/21/2010 2:54 PM
Therein lies the problem! None of us has the time or wants to be President! We just want our Board not to be disfunctional and not abusive!

Kathy,

I didn't want to President of my Association. I happened to sit in the last seat when we went around the table and that was the only position left. I lobbied against taking it (even stating that since I previously published an unauthorized news letter - which divided the membership somewhat - did they really want my face representing the Association). I was still appointed to the position.

Sometimes, we just have to accept what is presented to us and do the best we can.

Tim
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Kathy,
Seems to me you have received some excellent advice here.
Bottom line: The Board elects the president, therefore, the President serves the Board. The president does not serve the people, what the Board giveth, the Board can take awayith.

The power lies with the members. The members elect the Board, the Board serves the Members, the Board members elect the officers of the Board, they serve the board, the Board selects (hires)a manager (if desired), that management does not serve the people it serves the Board.

IMHO

Tim:
An unauthorized newsletter? Did they put your face on a wanted poster?
Associations make strange bed fellows, at times.
SureshD
Posts: 268
Posted:
I guess it depends on your documents.

Our say the president presides over the meetings, signs contracts and warranty deeds, co-signs checks and sees that the will of the Board is carried out.

It is actually the shortest officer's job description in terms of word count.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Suresh,
Your point is well taken, but I believe the authority of the President is limited by the demands of the document structure. The president is a Board member first and the Presidency is a selection of the board. The authority of the presidency is not a unilateral function and is more an advisory position. The requirement to sign checks, etc, is not attached to power to make single decision anymore than the selection of the secretary to keep records.
It just gets out of hand sometimes.

I am parpharsing a discussion I had with a gentleman that has served on many boards and many times as president.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Suresh,
Your point is well taken, but I believe the authority of the President is limited by the demands of the document structure. The president is a Board member first and the Presidency is a selection of the board. The authority of the presidency is not a unilateral function and is more an advisory position. The requirement to sign checks, etc, is not attached to power to make single decision anymore than the selection of the secretary to keep records.
It just gets out of hand sometimes.

I am parpharsing a discussion I had with a gentleman that has served on many boards and many times as president.
SureshD
Posts: 268
Posted:
100% agreed.

I must have thought I read that "the Board serves the President".

Which is NOT the case.

This is such a typical case of the Pres. assuming they are first among equals.

Suresh.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
SureshD,
I should have mentioned that the position of President is a demanding, unrecognized, time consuming, frustrating job. That's if you do it well.
If you don't have the qualities and the ability to be all things to all people, you just fail./
RogerB (Colorado)
Posts: 5,067
Posted:
Suresh, the Bylaws you posted answers your question "the president presides over the meetings, signs contracts and warranty deeds, co-signs checks and sees that the will of the Board is carried out." The Board voted and the President needs to be reminded of the Board's decision. Until such time as that decision is changed by the Board the President's responsibility is to "see that the will of the Board is carried out."
CarolR11 (Colorado)
Posts: 2,563
Posted:
Just signed up today!

Our docs are similar to most and are silent about the board liaison with management. Our contract with our management company, though, says that the president is the Board Liaison unless the board appoints a different director.
AnnD2 (Connecticut)
Posts: 76
Posted:
Check out Robert's Rules (www.robertsrules.com) Where there are any gaps in definitions of conduct, responsibility or procedure in an HOA's operations, most states make it clear that those gaps are to be filled by the specifics spelled out by Robert's Rules. Robert's Rules actually is law in most states.

According to Robert's Rules, a president is just that, someone who is designated to preside over meetings. Unfortunately, for a number of reasons, not the least of which is expediency, many boards have expanded the powers of their presidents in ways that actually undermine the democracy and effectiveness of the entire organization.

Committees and task forces in most organizations must have job descriptions that are approved by the entire membership. The composition of this group also is open to review by the entire membership. And they are only entitled to be empowered to make recommendations on actions they believe should be taken. It is clearly stated in Robert's Rules that a board cannot hand off to a committee or anyone else, authority to act independently.

So, who is the liaison on the project you described is not the decision of the president or even the board alone. It is the decision of the membership....Good luck. I hope you have not found yourself living in a community run like a cult of personality....Good luck.
PeterD3 (Florida)
Posts: 708
Posted:
Robert's Rules are just that.

Unless your docs. compell you to follow them you don't.

I'm NOT saying their use is not a GOOD IDEA just that you can't make someone follow them.

JonD1
Posts: 2,350
Posted:
I live in New York. Robert's Rules has no role in the operation of our property nor are they, as suggested, required under NYS law.

To suggest they apply in many or all cases as the governing documents well, is simply not the case.

AnnD2 (Connecticut)
Posts: 76
Posted:
Read your statutes. In CT and other states the statutes actually site Robert Rules as a legal authority. They are not merely guidelines and commentaries on politeness. They actually are law in many cases. Most statutes and bylaws state that if they don't specifically address an issue and it is covered by Robert's Rules, then RR is the law....Just because people don't understand this and don't practice this, doesn't mean it isn't so....
PeterD3 (Florida)
Posts: 708
Posted:
Quote:
Posted By AnnD2 on 02/20/2011 6:58 AM
Read your statutes. In CT and other states the statutes actually site Robert Rules as a legal authority. They are not merely guidelines and commentaries on politeness. They actually are law in many cases. Most statutes and bylaws state that if they don't specifically address an issue and it is covered by Robert's Rules, then RR is the law....Just because people don't understand this and don't practice this, doesn't mean it isn't so....

I disagree with sentence 5. MOST! That's not true for everyone. I have lived in three Fla. HOAs and NONE of them referenced RR.
SusanW1 (Michigan)
Posts: 5,202
Posted:
There are several parlimentary procedures to implement at a meeting. RONR is just one. It does not recognize proxies or have procedures for electronic meetings.

I think it's great for motions and hearings. But Alice Sturgis is just as good.
MelissaP1 (Alabama)
Posts: 13,836
Posted:
When I was President I did what the MAJORITY of people wanted to do. It's called "Fascillitating". Whatever the majority of people wanted I was responsible for finding out what it took to get it done and make sure we had the funds/votes to get there.

Keep in mind that the board member were elected to represent the MAJORITY of homeowner's on day to day activities/operations of the HOA. It's easy for board members and the Officers of the HOA to act on their own with what they think is needed. It's kind of a trap and gives a short-sided view of the HOA in general. The better way of handling things is to recognize this falacy early and make sure to keep information flowing OPENLY as much as possible amongst EVERY homeowner.

The Money in the HOA is ONLY funded by it's members FOR it's members. The board and President should ALWAYS keep this in mind when making ANY decisions of the HOA. It's best for the President to make a decision when the board is split otherwise the President should do what the owner's want.
Former HOA President
JanetB2 (Colorado)
Posts: 4,219
Posted:
Hi Kathye:

Back to your post and per your information:

The Board recently decided one of the other Board members would replace the President as the liaison for the project manager of a renovation project for our condos.

The Board is the ultimate decision maker … the President can enjoy the freedom of not handling this matter as the Board has spoken, he is not the liaison. Almost everything in your description above regarding the position states, “which the Board of Directors has authorized”. It appears clear with these statements that regarding most all matters your Board has Ultimate Authorization.

RobW (California)
Posts: 279
Posted:
Did anyone ask what changed?

What was stated was, "In fact, the President suggested this. It was discussed and all on Board voted yes. Two days later the President now says he will continue as the liaison..."

So, it was the President's idea that another Board member act as liaison, and then two days later, something caused him to change his mind. How is it that the Board unanimously trusted his decision on one day, and yet, two days later was dead set on fighting him when he thought better of it.

Since it was the President's idea in the first place, and the Board unanimously supported it, why wouldn't this Board member respect him enough to support his decision to rescind it?

Why are we on this forum so eager to choose sides when we obviously are not in possession of enough facts to judge wisely?

Rob

AnnD2 (Connecticut)
Posts: 76
Posted:
A sample of the inclusion of Robert's Rules in CT statutes:

"c) Meetings of the association shall be conducted in accordance with the most recent edition of Roberts' Rules of Order Newly Revised unless (1) the declaration, bylaws or other law otherwise provides, or (2) two-thirds of the votes allocated to owners present at the meeting are cast to suspend those rules."

Most bylaws include this also....
CarolR11 (Colorado)
Posts: 2,563
Posted:
Kathye, The Association hired the Project Manager of this huge project, so there might be language in your HOA"s contract with him that states who the liaison should be and perhaps how or by whom the liaison is selected. Take a look.

It seems to me that It's part of your (and your fellow directors') fiduciary obligation to retain the proj. mgr. who's threatening to quit because of your irrational, etc. president. The board needs to see to it that the project gets done properly

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