JohnS57 (Missouri)
Posts: 1
Posts: 1
Posted:
When a HOA is to have 5 board members can the appointed President and VP fill these positions? If so.....do they have same voting rights or is this a conflict of interest?
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HOA president/VP
Started by JohnS57 • 5 replies • 1870 views
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TimB4 (Tennessee)
Posts: 21,059
Posts: 21,059
Posted:
John,
I'm confused on what you are asking. Are the President and VP also Directors?
Are they also the only Directors that were elected to the Board?
Typically, your governing documents should specify how vacancies are filled on the Board. If the governing documents are silent, than State HOA/COA and/or Corporate (if applicable) laws would specify.
Usually, vacancies may be filled by appointment (vs. election). Appointments are made by a majority vote of the existing Directors. Once appointed, they are considered Directors with all the authority vested in any Director with one exception - appointed directors serve at the pleasure of the board and may be removed by a majority vote of the Board. Directors who were elected by the members typically may only be removed by the members.
Check your governing documents to see what they say on filling vacancies.
Hope this helps,
Tim
I'm confused on what you are asking. Are the President and VP also Directors?
Are they also the only Directors that were elected to the Board?
Typically, your governing documents should specify how vacancies are filled on the Board. If the governing documents are silent, than State HOA/COA and/or Corporate (if applicable) laws would specify.
Usually, vacancies may be filled by appointment (vs. election). Appointments are made by a majority vote of the existing Directors. Once appointed, they are considered Directors with all the authority vested in any Director with one exception - appointed directors serve at the pleasure of the board and may be removed by a majority vote of the Board. Directors who were elected by the members typically may only be removed by the members.
Check your governing documents to see what they say on filling vacancies.
Hope this helps,
Tim
CarolR11 (Colorado)
Posts: 2,563
Posts: 2,563
Posted:
Normally, John, a Board of directors has been elected by the homeowners. Directors usually are elected for terms of 2-3 years.
Usually, the officers--pres., VP, etc., are elected by the members of the Board of Directors immediately following the election of this Board of Directors. The officers are generally elected from among the directors themselves. Generally officers serve one year
So, typically, on a board of 5, 3-4 of them (Prez, VP, Treas., Sec'y) will simultaneously be officers and directors. There is no conflict of interest for serving in both roles.
Notice I've written "normally," "usually," etc., because if a director stops serving mid-term, generally, the remaining directors appoint a replacement, not the homeowners.
Because there are differences among HOAs and states, you do want to see what your governing docs, as time advises, say. Often the language about directors and officers is in the Bylaws.
Usually, the officers--pres., VP, etc., are elected by the members of the Board of Directors immediately following the election of this Board of Directors. The officers are generally elected from among the directors themselves. Generally officers serve one year
So, typically, on a board of 5, 3-4 of them (Prez, VP, Treas., Sec'y) will simultaneously be officers and directors. There is no conflict of interest for serving in both roles.
Notice I've written "normally," "usually," etc., because if a director stops serving mid-term, generally, the remaining directors appoint a replacement, not the homeowners.
Because there are differences among HOAs and states, you do want to see what your governing docs, as time advises, say. Often the language about directors and officers is in the Bylaws.
BruceF1 (Connecticut)
Posts: 2,535
Posts: 2,535
Posted:
Quote:
Posted By JohnS57 on 04/18/2012 5:11 PM
When a HOA is to have 5 board members can the appointed President and VP fill these positions? If so.....do they have same voting rights or is this a conflict of interest?
When a HOA is to have 5 board members can the appointed President and VP fill these positions? If so.....do they have same voting rights or is this a conflict of interest?
Officers and board members (directors) are not necessarily the same thing.
In what I believe is the typical situation, board members (directors) are elected by the members (homeowners) of your association at an annual meeting. The board members meet and elect (appoint) the officers of the association for the coming year. Often, this is done at the first meeting after a board election and is sometimes called an organizational meeting.
The officers may, or may not, be board members (directors). This depends on the requirements specified in your governing documents. For example, in our association, the president and vice president must be elected from among the directors (board members). The secretary and the treasurer do not have to be board members. I believe in most cases, HOA boards tend to elect all, or most, of the officers from among the board members, so that all officers also happen to be board members. I think this is where the confusion with regards to voting comes in.
As explained to us by our association attorney, a person who is a board member (director) and also an officer, wears two hats. Only directors may vote at board meetings. Officers have no vote. If a person is both an officer and a director, that person votes as a director, not as an officer. A person who is an officer but is not also a director, has no vote on the board. In our association, since the president and vice president must be directors, they each have a vote. But, they each have a vote because they are directors, not because they happen to be the president and the vice president.
You really need to read your documents carefully to understand how this works for your association.
HeleneN (Connecticut)
Posts: 84
Posts: 84
Posted:
Ditto to Bruce's remarks. My only concern has been whether non directors should be participating in any discusions which might influence other directors. At one time we had a student from a local secretarial school taking minutes and that's all she did. Another time we had a volunteer from the community take minutes and she had a lot to say about a lot of things!
I myself have served on a board of a non-profit organization as treasurer but not as a director. I just gave my report and answered any questions regarding my responsbilities.
It's easy to keep quiet when you're an outsider but not so when you're a unit owner.
Would be interested in other points of view on the matter.
Thanks
I myself have served on a board of a non-profit organization as treasurer but not as a director. I just gave my report and answered any questions regarding my responsbilities.
It's easy to keep quiet when you're an outsider but not so when you're a unit owner.
Would be interested in other points of view on the matter.
Thanks
BruceF1 (Connecticut)
Posts: 2,535
Posts: 2,535
Posted:
Non-Board Members (Non-Directors) have no business taking part in board discussions or debates unless asked for their opinion or to speak on an issue. In fact, proper parliamentary procedure forbids this. At our board meetings, even our property manager remains silent unless asked a question or for an opinion, or when giving her report.
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