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If President Resigns

Started by DorisW • 11 replies • 14874 views

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DorisW (Florida)
Posts: 24
Posted:
If the President of a Condo Association in Florida resigns, does the
Vice President then become a duly elected President?
Or does the Board have the right to vote another President into that
position?

DorisW
DavidS36 (Nevada)
Posts: 20
Posted:
In our state, the statutes say that members to the Board are elected by the membership. After the election, the Board then decides which persons are to fill each position. There is no direct election by the membership for President or any other position. If the current President resigns, then the remaining Board decides on the person to assume that position on the Board. In addition, the Board may choose a willing homeowner to fill the remaining term a resigned Board member.
JanetB2 (Colorado)
Posts: 4,219
Posted:
Hi Doris:

LOL … it sometimes can depend on the governing documents. Parliamentary procedure is generally the VP moves to President. In many HOA’s the Board is elected by the members and the Board in turn elects/appoints the Board members as various Officers. The Board generally can remove any Officer from a position or replace with majority agreement. Therefore, is there a procedure set in your HOA documents regarding Officers?
DorisW (Florida)
Posts: 24
Posted:
There is nothing in our Documents that say who would replace
the resigning President. I have been told by many that I as Vice President am now the President and if anyone tries to take it away fom me I should not let them. Then I read on the Internet that the Board gets to pick the new President. Trying to find the right answer!
JanetB2 (Colorado)
Posts: 4,219
Posted:
LOL ... it can be a pain when the documents do not fully cover certain items.

Well because your documents do not state, here is what is shown in the Non-Profit Corporation statutes if you fall under Chapter 617:

http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0617/0617ContentsIndex.html&StatuteYear=2011&Title=%2D%3E2011%2D%3EChapter%20617

617.0840 Required officers.—

(1) A corporation shall have the officers described in its articles of incorporation or its bylaws who shall be elected or appointed at such time and for such terms as is provided in the articles of incorporation or the bylaws. In the absence of any such provisions, all officers shall be elected or appointed by the board of directors annually.

(2) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.

(3) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors’ and members’ meetings and for authenticating records of the corporation.

(4) The same individual may simultaneously hold more than one office in a corporation.

617.0842 Resignation and removal of officers.—

(1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date of the pending vacancy.

(2) A board of directors may remove any officer at any time with or without cause. Any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.

If the association has had two others resign within a short time, and you as VP are willing to step forward and give your best efforts then hopefully that would be considered by the others in your favor. Work on drawing all board members together as a team for the best interest of everyone in the association.

BruceF1 (Connecticut)
Posts: 2,535
Posted:
Quote:
Posted By DorisW on 03/17/2012 4:10 PM
If the President of a Condo Association in Florida resigns, does the
Vice President then become a duly elected President?
Or does the Board have the right to vote another President into that
position?

DorisW

Following proper parliamentary procedure, upon the resignation of the president, the vice president becomes president. The board should then elect a new vice president. This procedure can be found in most manuals covering parliamentary procedure: Roberts Rules, Sturgis, etc. However, if your documents or state laws provide for a different procedure for succession, then you should follow your documents or state laws. If they are silent, you should follow accepted parliamentary procedure.

That said, one thing to keep in mind is that all officers, generally, serve at the pleasure of the board. Thus, it is conceivable that if a board wishes, it could remove a president and elect a new president. However, again, the board would have to follow the bylaws or state laws to do this.

Simply put, the former vice president is now president. If the board does not wish this person to be president, then the board must first vote to remove this person as president, following the procedure provided in the bylaws, if such a procedure exists, before it can elect a new president.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Bruce

Our docs say nothing about if the BOD President resigns. Our docs do say meetings/business will be conducted under Robert's Rules of Order so if the succession answer there?

Thanks

BruceF1 (Connecticut)
Posts: 2,535
Posted:
Quote:
Posted By JohnC46 on 03/18/2012 8:18 AM
Bruce

Our docs say nothing about if the BOD President resigns. Our docs do say meetings/business will be conducted under Robert's Rules of Order so if the succession answer there?

Thanks


In that case, I would say yes. I don't have the latest edition of Roberts Rules, but the 10th edition says, on page 442: "In case of the resignation or death of the president, the vice-president (if there is only one) or the first vice-president (if there are more than one) automatically becomes president for the unexpired term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president."
CarolR11 (Colorado)
Posts: 2,563
Posted:
Janet seems to have given you a good reference, Doris. Since your own docs are silent (you are including your bylaws, right?), the board chooses the president.

With all sincere respect for Bruce's opinion, JohnC46, your state's corporation codes--as they do in Calif.-- may very well specify the procedure for replacing the president. Take a look. As I think you know, John, state statutes take precedence over Robert's Rules.
BruceF1 (Connecticut)
Posts: 2,535
Posted:
Quote:
Posted By CarolR11 on 03/18/2012 2:52 PM
Janet seems to have given you a good reference, Doris. Since your own docs are silent (you are including your bylaws, right?), the board chooses the president.

With all sincere respect for Bruce's opinion, JohnC46, your state's corporation codes--as they do in Calif.-- may very well specify the procedure for replacing the president. Take a look. As I think you know, John, state statutes take precedence over Robert's Rules.

I do not disagree. If state laws specify the order of succession, that's what you follow. If state laws are silent on the issue, you follow your bylaws. If the bylaws are silent on the issue, and if they specify Roberts Rules are to be followed, then that's what you follow. I merely answered the question as it was asked.

However, as I also noted in an earlier post, if the board has the authority to remove an officer at will by a majority vote of the board, then the board could remove the former vice-president now president and elect a new president.

There are a lot if "ifs" and it all depends on the governing documents and laws. Everyone's situation could be different.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Carol

You are most correct about state regulation/laws can vary and I believe I do reference this in most of my posts.

Remembe, I am in SC. We have more racial/sexual/anti-union regulations/laws then we do any others. Corporations are pretty free to do as they wish here. We do not have to kiss people before we....well...nevermind.....LOL
KellyM3 (North Carolina)
Posts: 2,239
Posted:
Doris,

You're the new president. Otherwise, it's rather silly for any of our HOA boards to have vice presidents.

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