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DO BOARDS
HAVE PRESIDENTS?
 Following
is an exchange I had with a San Diego manager over
last week's newsletter about board presidents. Regardless of who you agree with, the manager
raises good points.
MANAGER COMMENT: The president is president of
the association. The board does not have officers, the association does; the
board has directors. Please don't create confusion by using the term "board
president". Directors & officers are two distinct, separate corporate "hats".
MY RESPONSE: Actually,
the terms are interchangeable. Officers are elected by the board, not the
membership, and serve at the pleasure of the board. Once appointed, the
president is both president of the board and president of the association.
MANAGER: I beg to differ. Check almost
any association bylaws. The president, by virtue of his office, is not a member
of the Board of Directors (only the directors are members). The president's
duties frequently include serving as "chairman" of the board &/or presiding over
board meetings, that is all. So, a board has a "chairman". Can you show me any
bylaws that state that a board has a "president"? P.S. Is the title of the U.S.
Chief Justice - "Chief Justice of the Supreme Court" or "Chief Justice of the
United States"? Hint - check the Constitution.
RESPONSE:
Robert's Rules of Order treats the terms interchangeably:
CHAIRMAN OR PRESIDENT. The presiding
official of an assembly ordinarily is called the chairman when no
special title has been assigned, or in a body not permanently organized,
such as a mass meeting. In organized societies the presiding officer's title
is usually prescribed by the bylaws, that of president being most
common. The term the chair refers to the person in a meeting who is
actually presiding at the time, whether that person is the regular presiding
officer or not. (Robert's Rules Of Order Newly Revised, 10th Edition,
pp. 432-433)
If I may ask, why are you so passionate about
such an obscure issue?
MANAGER: I frequently encounter boards &
directors who believe the President is "in charge of" the directors/board & they
must do as the president commands. They feel that they must acquiesce to what
the president decides. In fact, the president & officers are responsible to the
board, not the other way around. I have to explain that the corporate officers
are not, by virtue of their office, members of the board, only the directors;
that it is the directors/board that governs the actions of all the officers,
including the president. Generally, the president is the designated presiding
officer (chairman) at board meetings, that is all. While the officers may also
be directors, the bylaws of many associations allow the directors to appoint
non-board members as officers & those appointees are not members of the board &
have no vote in the board decisions. Officers & directors are 2 different
corporate "hats".
The term "board president" helps perpetuate
that confusion in its application to operations of the association, as well as
conduct of association/board business. It is like calling a community
association manager a "property manager". It perpetuates confusion that we are
managers of real property, i.e. income property, & we are not. Continued misuse
of these terms perpetuates misunderstandings by both those in associations & the
public at-large.
RESPONSE: I
agree with much of your sentiment. Association boards are often confused about
the distinction between officers and directors. I’ve also run into the problem
with a woman who was “President of the Association” because she received the
most votes (unfortunately, the rest of the board agreed). She had an inflated
sense of power and ran roughshod over the other directors. Her opinions were
"more important" than theirs because she spoke for the “entire membership” I know
it’s irrational, but it happens. For some, the title goes to their heads. It
makes no difference to them if they are president of the board or president of
the association, they spin out of control. When that happens, I remind the
remaining directors that they can
remove the president at any time and make
someone else president.
I don’t think we will change people from
calling the chair “President of the Board,” especially when chairing board
meetings is assigned by the bylaws to the president. Telling presidents that
they have two titles, “Chairman of the Board” and “President of the
Association,” may actually aggravate the problem. I think all we can do is
continue to remind officers and directors of their duties and try to keep them
operating in a business-like fashion.
MANAGER:
Thanks. I will continue to avoid the use of the term.
Very truly yours,
Adrian Adams, Esq.
Adams Kessler PLC
FOLLOW-UP. Last week's newsletter also dealt
with
board privacy. Jim Altschuler of Ontrack Asset
Management in Los Angeles reminded me
that owners (including board members) can “opt out” of
the membership list so as to avoid being harassed by
“difficult” owners. See updated information
on
board privacy. |
