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As Corporate Secretary (and an Officer) of my Association I am wondering what my authority is when it comes to internal operational issues is in the absence of the President. I understand that I primarily have the role to report to the Board but there is a situation that happened recently that I am concerned with. Without having a hierarchy (decision making power) spelled out out on paper the management team is at a loss when it comes to making decisions in the absence of the President. There has been a serious safety issue in the office and when the President is not here it is unclear who has the power to make decisions that affect the employees and Association. This issue is something that has to be dealt with immediately and cannot wait until the President is back in the office. There is a CFO and management team in-house. It doesn't seem that the CFO wants to use his authority and I feel a certain sense of responsibility, do I have any authority here? Can you help with some clarification? Thank you!
We have a board of six members that changes every four years. in 2003, that Board adopted a resolution that prohibited personnel actions relating to certain officers without first having discussions at one meeting and then voting at the next meeting. In November 2011, the Board voted to take personnel action to terminate an officer without following the 2003 resolution. The 2003 resolution was not rescinded before the termination action was taken. Four months later, a new chairman of a new board declares the action taken in November null and void because the 2003 resolution was not followed or rescinded. He unilaterally reinstates the officer. Does Chairman have such authority or must the decision to declare action null and void and reinstate officer be put to a vote? Did the voting without following the 2003 resolution make the action terminating officer void? Proper procedures regarding voting in November were followed.