President resigned and wants to stay on the board

SG writes:

Dear Paul: Our President sent an email to all the board members announcing immediate resignation but still wants to remain on the board until the end of AGM at which time she will step down. Is this allowed?

Paul replies:

SG, this certainly could become a concern. I do not know of any legislation that would prevent the action you are describing. The next step would be to determine if your governing documents state anything about such an occurrence.

Some condo corporations elect a slate of directors and then the directors decide among themselves who will be the president, vice-president, secretary, and treasurer. The other method is for the owners to elect individuals to the officer roles directly.

First, I will assume that owners elected the directors and then the directors determined who among them would be president. Given this scenario, unless your bylaws state otherwise, I would think that it would be a board decision to allow the resigning president to remain on the board as a director without portfolio.

The second possibility is that unit owners elected individuals to the director/officer positions. In such a case a person who resigns from the position (e.g. president) is also resigning from the board.

Depending when your AGM will be held, may affect your decision. If the AGM is only a few weeks away, it may not make much difference. However, if the AGM will not take place until next year, the board may want to accept the resignation as being from the board as a whole and replace the vacant position at its discretion. If this develops into a problematic situation, you may want to consult legal counsel.

All the best!

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