PRIMER: BOARD OFFICERS

After the annual election, the newly constituted board must meet to elect officers. Do it on the evening of the annual meeting, since decisions must be made and documents signed. If one or more of the newly elected board members aren't present, an election of officers might be awkward; in that event, just do it as soon as possible.

There is no mandatory method for electing officers. Most often, boards simply have voice voting. But you can do secret ballot if you want.

The laws of the State of New York do not go into great detail as to what the offices should be, or even the actual duties of each. The Business Corporation Law (BCL), which governs most co-ops in New York, simply states that the board "may elect or appoint a president, one or more vice presidents, a secretary and a treasurer, and such other officers as it may determine, or as may be provided in the bylaws" (emphasis added).

The president very often

determines the direction

and the philosophy

of the board.

Typical co-op / condo bylaws provide that there will be a president, vice president, treasurer and secretary. The law does not state that officers need be members of the board. Nor does the law even require that officers be co-op shareholders or condo unit-owners or even live there. Not addressing this might result in some awkward situation, so it's usually best to have the bylaws state qualifications for being an officer: For example, the officer must be a director. You have the freedom to adopt other qualifications, so for instance, the bylaws might also state that the president must be a board member for at least three years, to ensure that the president will be experienced.

Doubling Up

Under current state law, one person can hold any two or more offices at one time. Many bylaws, reflecting the old state law, may prohibit this. Which may be a good thing: In a housing company, it's very healthy for four different people to hold the four different offices.

It's also important to know that the board may remove officers at any time, for any or no reason. (his is not to be confused with the removal of a board member; there are different rules for that). The reason this is important is that every so often a board may have about an out-of-control member, and, for whatever reason, removal from the board is not an alternative. The first question often asked by the housing company's counsel is whether he/she is an officer. If the answer is yes, often the first step taken to show that the board will no longer tolerate the behavior is to simply remove the board member from office.

The President

The duties and responsibilities of the president are not listed in the BCL. You must review your specific bylaws. Most often, they'll state that the president presides over all shareholder and board meetings, signs documents for the housing company and is responsible for the general management and day-to-day affairs of the housing company.

Various duties arise from the general wording. It is generally the president who calls and creates the agenda for meetings. The president also can control a meeting, since he/she acts as the chairperson. For example, if there is a proposal that one or two board members are against, the president might suggest that matter be tabled for a later date. On the other hand, a strong president might suggest that there need be no other discussion, and the matter be voted on immediately. The president very often determines the direction and the philosophy of the board.

As the chief operating officer, the president also interacts with management and the professionals of the co-op or condo. In fact, many co-ops and condos have a policy that the president is the only board member who can communicate with the board's attorney. There is often a policy that only the president can direct the management company and the employees of the co-op / condo. Typically, the bylaws state that the board can dictate exactly what the president can and cannot do, but it is rare for the board to take such steps.

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