WHEN THE PRESIDENT THINKS THEY’RE THE KING
By
Eric Glazer, Esq.
Published April 11, 2022
(We blogged about this nearly 3 years ago,
but in light of recent events, it bears repeating.) Here’s 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, especially during election season.
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? It’s
a heck of a lot easier than doing a recall.
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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 three decades and is the owner of
Glazer and Sachs, P.A. a five attorney law firm with
offices in Fort Lauderdale and Orlando.
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Eric is Board Certified by The Florida Bar in
Condominium and Planned Development Law.
Since 2009, Eric has been the host of Condo Craze
and HOAs, a weekly one hour radio show that airs at 11:00 a.m.
each Sunday on 850 WFTL.
See:
www.condocrazeandhoas.com.
Eric is the first attorney in the State of
Florida that designed a course that certifies condominium and
HOA residents as eligible to serve on a Board of Directors and
has now certified more than 20,000 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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