BOD and Officers (we are all first timers)

Can someone in plain English give me VERY short explanation of procedures that takes place concerning the the officers and the board? There are 3 on the board and 4 officers. If the board decides to paint the sidewalks (example only) do they vote by themselves to bring it to the membership or does officeres also have to vote with them? This is so confusing!!!!!!!! We are a very small condo association at the moment.

Check your bylaws and CCRs to see what powers the board has. There may be very general statements or specific guidelines.

Do your bylaws say that the board can establish any committees?

An Architectural regulations committee is sometimes established to oversee rules and regulations governing such things as landscape right up to the paint color permitted for homes, depending on your setting.

PS - for boards under 12 people, the president acts just like any other board member at board meetings - votes, makes motions and can second motions.

I am against married couples serving on the board together. Only 1 of them is on the title of the property most likely. It's whoever names is on that title is the person who is the actual member. However, in our HOA we allowed married couples to be on the board as long as they switched out each year. The husband would be on the board 1 year and the wife the next. This helps the marriage as well...

There should be a section on how to conduct the meeting and the officer's responsibilities. Our HOA's documentation had it and spelled it out. You may find that the President can't act as the secretary and the Vice-Presidents only duty is to hold the meetings when the president isn't there. You may be surprised at what the duties are defined as...

When you transition over, your CC&R's, by-laws, and Articles of Incorporation should be changed as well. I know to some this may be a "jump ahead" but it's the EXACT time your HOA needs to review it's documentation as it is now the owner's who run the game and NOT the developer. You will find that the documentation (CC&R's) have the developer referenced and maybe a two voting system. These two things have now been eliminated at the change-over. So it will add to the confusion when referencing responsibilities. Even the statement "Developer owns units can be on the board" should change.

I hope you all have hired a lawyer. One that specializes in contractual/business/corporate type laws. HOA lawyers are more expensive and hard to find. The owner's at this point of transition really are vulnerable and need some type of leader and direction. The one's who want to volunteer as officers need to form a committee NOW and work together to get things right.

Michael,

From what you have posted I believe you are increasing your board size beyond what is allowed in your documents. You will need to check your bylaws, but, normally, only the members of the Board of Directors (BOD)are elegible to vote. The size of the BOD is determined by your documents. You indicated that your documents state that there are 3 directors; that is, your BOD is comprised of 3 members. These 3 are the only 3 that can vote at board meetings, unless your documents say otherwise.

Usually, the board will appoint the officers. Officers have no vote and are not board members unless they also happen to be directors. It sounds to me as if you are adding 4 officers to the 3 diectors to create a board of 7 members. You can't do that unless your documents say you can.

Check your documents closely. They might specify that the president and vice president must be board members (directors). This means that those officers must be appointed from among the 3 directors. It does not mean that you can choose any 2 people for president and vice president and make them board members. Since you have a 3-member board, your documents also might say that the office of vice president is not required, meaning you can have a president, secretary, and treasurer. Your bylaws might also say that one person can hold two offices, with some restrictions on the two offices a person can hold (for example, the president cannot also be the vice president; also, often the president cannot simultaneously hold the office of secretary).

To summarize, the most common arrangement:

1. The number of people that make up the BOD is specified in your documents. You can have no more and no less.
2. Only the directors (BOD members) can vote.
3. Officers have no vote unless they happen to also be a director.
4. Most commonly, officers are appointed from among the directors.
5. A person who is both an officer and a director wears two hats: one as a director and one as an officer. When that person votes, he or she votes as a director, not as an officer.
6. The president (who is also a director) normally votes last, and votes only when his or her vote will change the outcome. If there are 3 directors and the vote is a tie (1-1) and the president believes the motion should pass, the president votes in the affirmative. If the president believes the motion ahould fail, the president does not vote at all, thus allowing the motion to fail. This is to maintain the neutrality of the chair which is customary parliamentary procedure.

Michael,

It depends. You need to check your documents very closely to see if the offices of president and vice president MUST be appointed from among the directors. In my experience, this requirement is common for most HOAs and may be true for yours. If this IS a requirement of your documents, then no, the people you have selected for president and vice president may not hold those offices.

In many HOA documents, the offices of secretary and treasurer do not have to be directors, so those two individuals would be OK. Just remember, unless they are also directors, they have no vote.

Read your documents very carefully (especially the sections that describe the qualifications of the officers). You can post sections about which you have questions in this forum and I'm fairly sure contributors here will be willing to give you their opinions on what they mean.

Our BOD will be 3. That is a given. One of them has to be the developer.

Election of officers,,,How

Officers
Section 1. Officers, The officers of the Association shall be a President. one or more Vice Presidents (the number thereof to bedetermined by the Board), a Treasurer, and a Secretary.
Section ?. Election and Term of Office. The officers of the Association shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors from among the members of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified. Officers shall serve without compensation.

Michael,

From what you posted:

"Election and Term of Office. The officers of the Association shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors from among the members of the Board of Directors.

The part which I have highlighted in bold states that ALL your officers MUST be chosen from among the board members.

Susan,

Where do you get 7? Michael said there were only 3 directors. You may be right, perhaps Michael is trying to say they have a board of 7 members, 4 of whom are officers and 3 of whom are directors-at-large. But, he hasn't SAID, that; I am guessing that.

Michael,

Can you quote the section(s) that identifies the board, the number of members of the board, and how the board members are selected?

FIRST post:

"There are 3 on the board and 4 officers"

You are adding the officers to the directors to create a board (BOD) of 7. You can't do that. The board of directors is made up of directors, that's why it is called a Board of Directors. The directors are elected by the association members. The officers are appointed by the board members and are not elected by association members. By your reasoning, the majority of the board members are not elected by the association members. Hardly a fair situation. Also, Michael quoted that they may have one or more vice presidents, the number to be determined by the board. Again, by using your reasoning of adding the officers to the directors to determine the board size, the board size is theoretically unlimited and could include the entire association membership! Just make everybody a vice president!

Furthermore, the section that Michael posted states that the officers must be appointed from among themselves. If there are only 3 directors (board members) it is impossible to have more than 3 officers unless one or more directors holds more than one office.

I suspect that the bylaws actually require the election of more than 3 directors (likely 7), which would then make sense. That's why I have asked Michael to quote that part. Otherwise, none of this makes any sense at all.

Bruce, pretty please don’t fuss at me. I did not say anything like that. I asked where the number 7 came from and also noted that ‘no compensation for officers only’ is rather unusual, providing the officers are also directors but not all directors are officers.

Board of Directors
Section 1. General Powers. The affairs of the Association shall be managed by its Board of Directors. Regardless of any conflict set forth herein. Developer shall be a member the Board of Directors as long as the Developer owns one or more Units of the Meadows at Greenlake Condominium Community.
Section 2. Number. Tenure and Qualifications. Until the date of the first annual meeting of the members as hereinabove provided, the number of directors shall be three, who shall be the directors named in the Articles of Incorporation. Commencing with the date of the first annual meeting of the members. the number of directors shall be three. Directors shall serve without compensation for the entire tenure of their terms. At the first annual meeting two directors shall be elected to two year terms and one director shall be elected to a one year term. All subsequent terms of directors shall be for a period of two years and until the annual meeting at which said directors successor is elected and qualified.

Meetings of Members
a. The first annual meeting of the members shall be held on such date as is fixed by the Developer upon not less than 21 days prior notice to the members, which date shall in no event be later than the earlier c# (I) sixty (60) days after the conveyance by the Developer of 75% of the units or (3) three years from the date of recording of the Declaration. Thereafter, an annual meeting of the members shall be held on the first Tuesday of June in each year for the purpose of electing directors and for the transaction of such other business as may come before the meeting.

We are thinking that section 1 says developer stays on the board until he sells all units.
Section 2 does not seem to state that.

Very very confusing.

PetunkaM
All i have is the declaration and the by laws. The by laws is the only place that states 3 directors. Ck previous post. I could fine nothing in the declaration. There will no no voting until next week. i am just trying to learn so that i do not seem so ignorant.

Michael,

Please know that Articles of Incorporation and the By-laws govern the number of directors and elections. Not the Declaration of Covenants and Restrictions.
You have been incorporated, right? If so, you should have a copy of Articles somewhere. Pls ask.

Actually the By-laws do not say three directors. The By-laws state..’ UNTIL the date of the first annual meeting of the members as herein above provided, the number of directors shall be three’..

Yes, it is confusing but I cannot be of more help until I read both your Articles and you By-laws. Hope you undeestand.

'the number of directors shall be three'

Bruce, that just sticks out and it could be a cut and paste error. We will never know until we can read both the Articles and the By-laws. My opinion.

Agreed.

It could be a C&P error, or they could really be written that way. S-t-r-a-n-g-e. I'm also puzzled why the bylaws specify 4 officers to be appointed from among 3 directors. I would think they would have had the VP optional. Not only did they not do that, they made it possible to have 1 or more VPs. Really bizzare.

Michael,

To get back to your original question:

Only the three directors vote whether or not to paint the sidewalks. Officers do not vote. Also, you do not bring this to the entire membership because your bylaws state: "The affairs of the Association shall be managed by its Board of Directors"

The only vote your members take is to elect the directors.

Until the date of the first annual meeting of the members as hereinabove provided, the number of directors shall be three, who shall be the directors named in the Articles of Incorporation. Commencing with the date of the first annual meeting of the members.
__
And, according to the above statement your association has been incorporated and consequently every member of your condominium must have a copy of the Articles of Incorporation. Right? Right.

Michael,

no need to spend your hard earned money on the attorney, yet. Call the Dept. of State in Illinois, Office of the Secretary (Dept. of certification perhaps) and ask them if you can get the copy of the Articles on line or if they could fax it to you. There will be a nominal fee, I think.

Michael,

Your corporate file number is: 68038391
The registered agent M. L. Johnson

http://www.ilsos.gov/corporatellc/CorporateLlcController

It should be easy getting a copy of the Articles.

Brad,

Except in Michael's case, if you read through all the posts you will note that Michael posted a section of the bylaws that requires all the officers to be chosen from among the three board members. Additional volunteers can be used for committees, but not as officers.

The attorney said, like you all did, that the officers for president, secretary and treasure will be the 3 bod. Do i like it NO, but I did do the bookwork for the developer and everybody wants me to continue. I guess I should consider it a complement. I really did not want to be a on the bod. As someone said to me, If you do not like it "move". Easier said than done. As far as a vice president I am not sure. The Illinois condo act only stated the above positions. Will do my best but if the members bitch, I will convince my wife to move. Wish me luck.

Thank you, Petunka

Thank you also Bruce and all the others who responded yesterday.