One board member assigning officer roles to new board members?!

This is in violation of Davis-Stirling and I'm not sure how to handle it.

We have one board member who has been on the board for a number of years and is one of the original owners. She is not always easy to get along with, and because she has been on the board for many years, new board members tend to view her as "the supreme ruler", and rarely challenge her in meetings.

We recently had our first meeting of the fiscal year with the new board. Our complex is small, so the only time we get a new face on the board is usually when someone new moves in. As this was the first meeting, we needed to figure out who was going to take on which role as an officer. The long standing board member announced that she had spoken with the new (absent) member about being President since she knew he would not be at the meeting.

She basically said "I spoke with 'Joe' and asked if he would be President and he said yes, so he will be the President.

What adds irony to the situation is 'Joe' was on the board two years ago and then resigned because he rarely attended meetings and was too over whelmed with the responsibilities.

The long term board member seems to be picking and choosing people she knows she can manipulate and no one is clear on how the officer roles are determined.

According to Davis-Stirling, our board is not even close to following the guidelines of Davis-Stirling: http://www.davis-stirling.com/MainMenu/MainIndex/ElectingOfficers/tabid/1550/Default.aspx#axzz1TtfB76mm

I wasn't aware of the protocol for office elections until I did this research. I welcome suggestions on how this should be handled.

Thank you!

I am on the BOD. We didn't have to hold elections because we only had five people volunteer to be on the Board. According to Davis-Stirling, the Board is supposed to nominate officers and then vote on them. We have one person assigning roles based on her personal preference, and it was done outside of the board meeting.