Our bylaws say that the president and other officers can serve only two two-year terms. This president has been in for 14 years and has done nothing to improve our building. Our bylaws also say that the president must attend every board and tenant meeting, and he hasn’t. We do not have a vice president or treasurer, and the secretary has done nothing for eight years. We now have three attorneys on the board who want to elect one of their group as president because he is getting things done. The current president resigned last week but says there is no other board. He wants to close the board. What can we do?
Thank the outgoing president for his faithful service and let the attorneys proceed to lead the organization going forward.
From your statement that the former president has not improved the building or attended all of the tenant meetings, I am guessing that your organization is a nonprofit membership corporation and probably a type of homeowners’ or condominium association. If it is a membership corporation, it has members who have the power to continue the organization even if no one is currently serving as an officer or director. Check your bylaws because they probably provide that the board can elect officers to fill vacancies. If the directors don’t have that power on their own, they probably have the power to call a special meeting of the membership to allow the members to elect officers. If the bylaws don’t answer your questions, the state nonprofit corporation law probably will. There is almost no likelihood that because the president has resigned, there is no longer anyone who has power to continue your organization.
While looking at your bylaws, you may want to consider whether any amendments are in order. It doesn’t make sense to require the president to attend every meeting of the board and members because it would be almost impossible for any human being to do that over a period of years. Too many life situations will get in the way. That’s one of the reasons you have a vice-president who can act in the absence of a president.
You may also want to consider whether you want a two-term limit on officers. It is particularly hard to find people who are willing to serve on HOA boards because it is usually such a thankless job. For a person doing a good job, your members may want the opportunity to continue that person in office for a longer time. The members can make their own decision when it is time for the officer to quit, or be defeated in the next election.
I wouldn’t worry about the outgoing president trying seriously to stop the lawyers from moving forward, especially if they create a flowery citation, frame it, and present it to him at a members’ meeting. He already knows he did a great job, but would probably think it nice to have it recognized.
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