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WHEN THE PRESIDENT THINKS THEY’RE THE KING
By
Eric Glazer, Esq.
Published November 30, 2020
So all this talk about the Presidency lately
has got me thinking about an issue that comes up every week in
my practice for the past 30 years or so. I get a call from
someone on a Board of Directors. And they tell me that they have
a President on the Board who is a real dictator. He or she
doesn’t listen to any other board member, makes decisions on
their own, signs contracts, sets policy, hires and fires people
--- all without input from the other board members. Again – I
get calls like this once a week at least.
So does the president of a board have any power above and beyond
other board members, or are they simply on par with the other
board members?
Well……….let’s look at some arbitration decisions……(A single
director has no power to act in a representative capacity for
the corporation on matters for which a vote of the directors is
required.); June Katchen and Lawrence Katchen v. Braemer Isle
Condominium Association, Inc., Arb. Case No. 98-5485, Final
Order (August 5, 1999) (Association president, acting alone, did
not have the authority to act for the board and bind the
association).
In point of fact, an association president has no greater
authority than any other member of the board. See Aldrich v.
Tahitian Gardens Condominium Association, Inc., Arb. Case
No. 96-0472, Summary Final Order (May 22, 1997). The president
has no power to take action on behalf of the association in the
absence of a specific order or resolution of a majority of the
board.
Your bylaws may allow the President to chair the meetings and
sign contracts that have already been approved by the board, but
that’s about it.
So while it’s clear that a president has no greater authority
than any other director, suppose that president doesn’t stop
acting like a dictator? What should the board do? Well remember,
the officers of the Board serve at the pleasure of the Board of
Directors. The Board always has the right to call a new Board
meeting / organizational meeting --- and remove that person as
President. No big deal. But even if they remove that person as
president – that person still remains as a member of the board.
The unit owners can have a recall and remove that person
completely from the Board – but the Directors can very easily
remove that person from the President’s spot --- and then
hopefully – problem solved.
I have to say that I’m still surprised by some of these calls
and how one person can sometimes bully a whole board or even a
whole community. Why don’t people fight back with simply
removing that person from the Presidency?
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About
HOA & Condo Blog
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Eric Glazer graduated from
the University of Miami School of Law in 1992 after
receiving a B.A. from NYU. He has practiced community
association law for more than 2
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decades and is the owner of Glazer
and Sachs, P.A. a seven attorney law firm with offices in
Fort Lauderdale and Orlando and satellite offices in Naples,
Fort Myers and Tampa.
Since 2009, Eric has been the host
of Condo Craze and HOAs, a weekly one hour radio show that airs
at noon each Sunday on 850 WFTL.
See:
www.condocrazeandhoas.com.
He is the first attorney in the
State of Florida that designed a course that certifies
condominium residents as eligible to serve on a condominium
Board of Directors and has now certified more than 10,000
Floridians all across the state. He is certified as a Circuit
Court Mediator by The Florida Supreme Court and has mediated
dozens of disputes between associations and unit owners. Eric
also devotes significant time to advancing legislation in the
best interest of Florida community association members.
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