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After our recent shareholders meeting, the new board tried to elect officers. No one wanted the nomination of president or vice president; the previous secretary wanted that position again, and said if she "had to be" president she'd resign from the board. We agreed to try again at our 1st Board meeting. As the outgoing president, I later emailed an offer to be interim president for a month & all agreed. At that 1st board meeting, 3 directors flatly refused any officer nomination, but 4 directors "agreed" to be Pres, VP, Treasurer, and Secretary.
There are 2 questions here: (1) since there was no election, are these "agreements" valid? (the minutes reflect "agreed") and (2) the secretary believes, because she is an officer, that she "has the right" to convey board decisions instead of leaving it to the president or vp. Recently, she did so without advising the president, and made a $9,000 mistake in the vendor's favor. Fortunately, the property agent alerted the president, but not until after she signed the papers. (The contract was cancelled and re-worked by the president.) This Secretary makes decisions on her own, including spending shareholders' money and the super's work time, without prior board approval. This is inappropriate, but is it worse? (Some of you might remember her as the secretary who changed the co-op's on-line banking passcode but wouldn't tell the president or VP about it.)
Does someone have a constructive suggestion as how to responsibly to deal with this? The shareholders are asking what's going on, and the Board is liable for one director's actions.
Thank you VP11104 - I thought the same thing and wrote to see if I was on the right track. Last year was my first as president -- it was a learning curve taking time from my job (not good) and my personal life (expected). This year I was dismayed that no one else would consider the job, so I am doing it again with some experience under my belt. Our biggest problem is the Secretary working behind the scenes to do as she wants (as last year), and I hear most of it from others after it's done. We need to be an effective Board of Directors, and I need guidence to help the Secretary understand her proper responsibilities/limitations. (No director will attend any workshops or classes.) Any ideas please?
As President of the board, you obviously "preside" the meetings and oversee the general management of your building ... it is time consuming, yes.
The secretary should only be involved in keeping meeting minutes and submit those minutes to the board for approval. He/She does not have the power to sign any contract unless authorized by a majority of directors for a specific item. Only you and the VP has the power to do so.
You should instruct your managing agent not to approve any expenses that was not discussed during board meetings and approved by a quorum of directors.
The best workshop I found is a board room with a copy of the property lease, a copy of the cooperator and habitat magazine with lots of reading :)
I do appreciate your note VP11104. Learning to "preside" has been a challenge, but I'm getting there. Thank you for your support on what the president's and secretary's duties are, which are also clearly set out in our bylaws. One responsibility is not mentioned though: trying to keep the peace among the directors themselves! Thanks again.
North Riverdale: Aside from other basic secretarial duties, the board secretary's main job is taking minutes of board meetings and the annual meeting.
Why is your secretary acting behind the board's back (appoving work, etc.) and why are you letting her get away with it - and for more than one year?
You said you need guidance to help her understand her responsibilities/limitations. It doesn't sound to me like she cares about understanding anything if she just does what she wants anyway.
Check your by-laws. Article III, Section 6 of ours states that a director may be removed from office by a majority shareholder vote at a meeting duly called for that purpose.
You also said your shareholders are asking what's going on and your board is taking the heat for your secretary's impropriety. Call a meeting, document her actions, and get her voted off the board.
It seems that you're having difficulty getting all board members to work actively, but this secretary will take you two steps backward for every step that you try to move forward, and she could cause your coop and all your shareholders major problems.
BP, thank you for all the information in your response. I've prepared the pertinent section of our bylaws for the secretary, and will write here again with a follow-up.
North R: Be sure to give your secretary the section in the by-laws that outlines what the secretary's duties are. She shouldn't be doing anything beyond those duties unless she's working as a team with the rest of the board or has board approval to take on a certain task or research something (but NOT approving work, signing contracts, etc.)
The by-laws outline all board directors' duties. Maybe you should give them to the others to get them working on a more active, cooperative basis.
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(1) no they are not.
(2) the secretary cannot act alone without board approval.
Why does your secretary have access to your bank account ? That's the treasurers job.
You are doing a big dis-service to your building by allowing this situation to continue. If no one wants to be an officer, you should call for another election ... and find someone who is willing to take some responsibilities.
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