NEED HELP PLEASE!

I am a new member of my Board. I was voted in as Vice President & the President has now resigned. This is actually the second President to resign in a month. We are currently a 5 person Condo Association Board with 69 units. This lady Sharon who is the Chairman of the Advisory Committee has been running this place for years. She is NOT a unit owner but she seems to hold the "power" since she has had control of all the records, contracts, insurances, corporate stamp, etc. etc. like forever. We have a administrative company that does the financial statements, draws up the checks to pay the bills, collects the maintanace fees each month.

I have called a special meeting as acting President since we now only have 4 people on the Board & its now an even number. Another Board member & I want to appoint someone who didn't make it on our Board in a recent election since his name was on the voting & he is the only person left to appoint. Sharon said we cannot do this because with 3 votes going our way & not hers she would lose her control. Right now she is munipulating the 2 other Board members to put on who she wants on.

Our bylaws say when a vacancy occurs, the vacancy shall be filled by the remaining Directors at their next special or regular meeting, be electing a person who shall serve until the next annual meeting of members, at which time a Director will be elected to complete the remaining portion of the unexpired term. If the vote is 2-2 does the acting Pres. have the power to break tie?

Is Sharon and elected/appointed Director?

The Treasurer should have custody of and control of the financial records.
The Architectural Chair should have custody of any Architectural files
The Secretary should have custody and control of all other files.

If the Board is allowing this individual to control things that the Board should be doing, that's the fault of the Board. Since only Directors are to cast votes at board meetings, I'm not sure how appointing someone else to the Board will change the individuals control/power.

Board meetings are for the board. Officers and committee chairs should attend the meeting to provide reports and be available to answer questions. Proposals can be made by anyone attending the meeting. Motions and Votes are the responsibility of the Directors.

Typically, Officers are appointed from amongst the Directors. When this happens, that individual needs to remember that they are wearing two hats and keep the duties and responsibilities separate. It's hard to do and I suspect that it's likely past boards just called for votes and allowed all who were present to cast a vote. This may have given this individual (and others) the wrong perception of the powers/duty of the Office they are filling.

I'd advise tact when discussing this with the individual as you don't necessarily want to discourage a volunteer. Perhaps a general explanation about how motions will be made and votes taken at board meetings by the new President would be appropriate.

Hope this helps,

Tim

What does it mean that Sharon says she would "lose her control?"

How is it that a non board member got so much power.

Unless you sit down with your actual board members and reinterate the powers and responsiblities of the board,this woman will continue to "run" yur HOA.

Hi Doris:

Now I see the issue you are attempting to resolve with this and your other post.

You need to fill the board position to move forward with conducting business. You state Sharon is NOT an Owner or Member of the association. My question would be why is she allowed in any meetings most especially Board Meetings if she is not an Owner/Member. Unless your documents specify otherwise only members of the association (or their proxy) potentially have a legal right to attend any meetings.

If Sharon is not an Owner, then what is she?

LOL … Here is potentially what I would do in your shoes and lets be the smartest fox. Put out the Agenda for the Board Meeting which the first item of business should be taking note of any individuals interested in being appointed to the open board position. After you get the list of individuals who are interested then the second item and per the following I would go into Executive Session:

718.112 Bylaws.—

(c) Board of administration meetings.—

3. Notwithstanding any other law, the requirement that board meetings and committee meetings be open to the unit owners does not apply to:
a. Meetings between the board or a committee and the association’s attorney, with respect to proposed or pending litigation, if the meeting is held for the purpose of seeking or rendering legal advice; or
b. Board meetings held for the purpose of discussing personnel matters.

Now in looking at “personnel” the following is stated and which references “company”, “coworkers”, “fellow workers”, etc. Therefore, while not an attorney I do not see an issue with the remaining Board members having an Executive Session to discuss “personnel matters” regarding who to appoint to fill the empty (Board = Coworker) position. LOL … this then puts just the board members in a room to discuss. After the executive session an announcement is made on who is to be appointed.

http://legal-dictionary.thefreedictionary.com/personnel
personnel noun band of employees, body of employees, cast, clerical staff, company, corps of employyes, coworkers, crew, factotums, fellow workers, help, labor supply, laborers, laboring force, manpower, members, office force, servantry, servants, staff, team of emmloyees, work force, work party, workers, working people

http://definitions.uslegal.com/p/personnel/
Personnel generally means a body of persons employed in an organization or workplace. The term is generic and doesn't typically distinguish between classifications of those employed, such a full or part-time, temporary or permanent, etc. Precise definitions vary by entity.

Now in Executive Session remind the others that you all have a fiduciary duty towards the members to choose the most qualified individual to fill the position. Make a list of any pros or cons regarding the individuals to be chosen from. If it becomes apparent that there might not be a majority then pull out the following to potentially give a boost towards reaching a majority agreement:

718.1124 Failure to fill vacancies on board of administration sufficient to constitute a quorum; appointment of receiver upon petition of unit owner.—

(5) The association shall be responsible for the salary of the receiver, court costs, and attorney’s fees. The receiver shall have all powers and duties of a duly constituted board of administration and shall serve until the association fills vacancies on the board sufficient to constitute a quorum and the court relieves the receiver of the appointment.

The very last thing anyone should want put in place would be a receiver as it could be extremely costly. Wanna bet a majority vote will be achieved

Also, as Bruce noted you are now President (unless your bylaws state different) … congratulations and I think you will do well.