Dear Co-op Counselor:
Can the Board remove a fellow Officer or Director?

Please advise.

Inquiring Member

Dear Inquiring Member:

Thank you for the inquiry.  Let me say that you pose a common question, and it does get confusing.  The larger picture that must be kept in mind is that power is specifically delegated in your governing documents to assure the members have ultimate power over their cooperative.   With the exception of Board    appointments, Members hold the exclusive power to elect and/or remove their Board of Director Members. 

Once elected, Board Members vote for specific officer positions.  All Officers are Directors, but not all Directors are Officers (some Directors are Directors-at-large without a specific officer position).  Accordingly, you can’t be an Officer without being a Director. With these fundamental principals in mind, let us address your specific question.

A Director wears two hats:  one as a Director, a position exclusively elected by the vote of the membership, and the second, as an Officer, a position which is granted by vote of the Directors themselves.  These are separate and distinct positions. Members can remove a Director, but cannot remove a Director from a specific Officer position—unless the Director is removed from office by the majority of all members, thereby removing them from their Officer status as well.

The Board can reorganize their Officers without the members’ permission.   But unless specifically written otherwise in the By Laws, Directors can never usurp the power of the   members to elect and/or remove fellow Directors.  This conflicts with the very essence of the power structure of a cooperative.

Signed: Creighton D. Gallup, Esq.