former Presidents

I talked to a former President today who although kind about it told me the Board was not doing things correctly because we were not doing them the way they had been done in the past.

The Board has appointed a couple of Board memebers to fill vacant positions. These Board members are to be voted on at our annual meeting next Thursday. He told me these two people weren't Board members because they had not been voted on by the members yet. I gently reminded him that he appointed a man to the Board who was never voted on by the members. He said he appointed him as a consultant and said he was voted on by the members. But I had read the minutes to the annual meeting where he should have been voted on and there was not any mention of a vote for any Board member.

He said at one time the Board had a limit on how much they could spend without taking it to a vote of the members. I know churches put a limit on the amount a Deacon Board can spend with out a vote of the members.

But an Associaiton? I am wondering what would happen if an airconditioner or furace went out. I quess according to him we have to have a vote of the members before we can replace it although a furnace was replaced when he was President without a vote of the members. The way I see it, (which I will admit coult be wrong) is that we have to spend money because of items not taken care of properly earlier. I could give specific examples, but this is long enough already.

I know there are former Presidents on this site, but I think anyone concerned enough to be on this site is actually trying to follow the laws and the documents.

Bonnie,

Have your governing documents and a copy of any applicable law at the annual meeting in case the board decision is challenged. You probably won't need them but at least you will be prepared if you do.

It's not worth getting into a game of this for that (I know I did this but you did that) with anyone. A simple mention that the Board is authorized to do these things under xyz should be enough along with a statement that if they can show where you misinterpreted that authorization, you will correct that action (when possible).

Tim

You said: The Board has appointed a couple of Board memebers to fill vacant positions. These Board members are to be voted on at our annual meeting next Thursday'

I dont understand what you mean.

The board would have filled these vacancies for the time period UNTIL the term ends. Is that at the annual meeting?

If so, then the position is empty and anyone can be voted in that position.

Per NE state law the Board members have to be voted on by the members.

Bonnie,

I believe that Susan was referring to NE 21-1978 (part of the nonprofit corporation act), which allows the board or the members to fill a vacancy. However, it does defer to what procedure your governing documents specify about vacancies. Granted, this only applies if your Association is incorporated as a nonprofit.

BONNIE

I think Tim called it. Our BOD can appoint members to fill vacant seats on the BOD. Vacancies usually exist as a member resigned, a member was removed (never seen it happen in my HOA's), or not enough ran in the general homeowners election to fill all seats.

Our BOD members serve for two years thus if there was a vacancy and the BOD filled it then the person might well be on the BOD for two years. The person selected to fill the vacancy must be approved by majority of the BOD. This prevents say the President from just appointing whom they wish to appoint.

I belive this is a very common and accepted methodology.

An aside. One organization I belonged that elected its BOD, had a Bylaw that said if a BOD became seat became available, that the vacancy was offered to the next highest vote getter to fill the term. Of course this assumes one more ran then got elected. We used to joke that someone was BOD Member In Waiting...LOL

Our Bylaws also permit us (the Board) to appoint people to fill vacancies. But that appointee only serves until the next Annual Meeting & Election. Then, if wishing to continue to serve, that person must compete for a two-year term--with others who want to serve--via election by the Association membership.

I like this response. The only answer so far that I have gotten is that "I have read the Master Deed."