Succession of Officers after Newly Elected

Our Bylaws state that newly elected Board members do not succeed the old members until they have their "First Board Meeting", that the previous Board members remain seated until this meeting occurs. Traditionally in our Association the new Board meets directly after the election (held at the Annual Meeting) and appoints the officers of the newly formed Board. We did this this year as well.

One week after elections, the new Board had an 'organizational meeting', not an official Board meeting. One week after this organizational meeting, the President sent out a memo, through the management company, entitled "Board Member Assignments." The majority of the memo outlined Committee Chairs and channels of communication that he was requesting. BUT in addition, he reassigned the Treasuer's position to a different Board member, basically negating the vote taken at the First Board Meeting. When questioned he holds that 1) the First Board Meeting (directly after the Annual Meeting election) was not an official meeting; 2) that the vote taken at that meeting was only an 'intent', and, 3) that his organizational memo, sent out by the Management Company, was voted on (in the email sent by the Management we were ask to accept or reject the "Assignments") and that those assignments stand.

At a subsequent meeting last week, an official Board meeting, when he was challenged on his action(s) and informed that we were not officially seated if the First Meeting did not take place, he said we did not have time to cover this matter at the meeting (Note: the agenda included an item "Job Descriptions" on it), that we had many things on the agenda to cover and that he would need to take a look at Robert Rules of Order....

So, how does one deal with this type of bullying? I am the Treasurer who go booted off by his actions

Cindy,

You need a new president if the other board members agree with you in regards to this matter. Many HOAs allow officers to be removed from office, but not removed from the board, by a simple board voting majority. If the president took the action, he must "think" it's legal. Thus, having to review Robert's Rules of Order after a challenge doesn't seem up to par.

Good ole HOA politics.

Yes, I'd agree with Jon. The man sounds like he's going to be a real tyrant.

On the other hand, do your bylaws states who/how officers are appointed? It's generally by the members of the Board, who vote, and NOT by one director, prez, or not.

How many on your Board?

Get other directors to support a true Organizational Meeting and vote for each officer. Do your state Corporations code cover this? They do in CA.

Also in most states, any two directors other than the pres. may call a meeting. Perhaps you & one other can, but make sure you can achieve a quorum

Curious to know why the PM would support this new president? And why the prez seems to have so much power on your board??

Yes, a majority of your Board should be able to remove him, via a vote at a meeting, from the office of president (but not as a director).

Our Bylaws mirror state civil and corps. codes, so maybe there's more in your Bylaws about Organizational Meetings, etc.

Were no minutes taken at the meeting you held after the election? If so, don't they refer to that meeting as an Organizational Meeting?
Generally, I believe, committee assignments, etc. are done at a Regular Meeting of the Board, not at an Organizational Meetings unless required by your Bylaws.

Once you know the laws about who & how officers are appointed, check your HOA's contract with the PM. Ours says that s/he must not follow any Board directives that oppose the HOA's gov. docs or state laws. Perhaps your contract has a similar clause. IMO, every contract with a Mgmt. Co should have that clause

Kevin

Some Bylaws say the majority of the BOD can call any type meeting they so desire to call, at any time, at any place, including an Executive Session.

Also if a quorum is at the properly called meeting, it might be possible the President could be voted out of that position even if not attending the meeting.

I expect in some places none of the above could be done but it could be done in some places.

Cindy,

It sounds like he is doing an action without a meeting. Typically, this requires 100% approval from all board members.

If all Directors do not agree, then the action does not pass.

I agree with others, vote the President out of office and assign it to someone else (perhaps you)

Tim