Election of Directors

Started by MarkM19 • 8 replies • 1224 views

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MarkM19 (Texas)
Posts: 1,459

Posted:

I am a current Board member on a 5 member Board. My question is simply when we went into Executive session after our Election and 1 Board member nominated a person for President and he got a second. 2 members supported this nominee and 2 did not support. The person that was nominated asked for a vote and voted for himself. Is this legal for him to break the tie?

Thanks in advance.

MatthewW4 (Arizona)
Posts: 500

Posted:

Mark,

I am far more concerned why you went into executive session to vote on which directors would be voted into the executive officers' positions. Is this lawfully allowed in California? It would not be a legal use of executive session in my state.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

My initial question is do we bar people running from office from voting? I do not think so. You see nominated people at the pools voting all the time.

My past experiences in BOD Officer elections is the entire BOD (in your case the 5) all vote. I know one nominated Officer that did vote against himself and as a result his opponent won.

MarkM19 (Texas)
Posts: 1,459

Posted:

Matt,
That is funny that you mentioned that. I know that only four things are supposed to be done in Executive session. I can recall them at this time but voting for Directors is not one of them. I have been on this Board for nearly four years and the last 3 Elections were all handled the same way. Once the Election is completed the General meeting is over the newly elected board members stay in the room and the Board members not winning the seat leaves and the Officers are picked. We then announce it in a letter to the community with the results.

I am interested to see if anyone else does it this way.

Thanks

CarolR11 (Colorado)
Posts: 2,563

Posted:

First, Mark, directors certainly may vote for themselves for officer positions. I suppose your bylaws might say otherwise, but I doubt it.

Matthew is right, in CA the "Organizational Meeting" follows the election as soon as possible and should be open to homeowners. (We rarely have any homeowners stay for it!) It does not qualify as business to be done in executive session (personnel matters, homeowner discipline, potential lawsuits, contracts in formation). Check your bylaws if you're incorporated, and if silent check CA Corps Code about such meetings. But below is a quote from a website put together by HOA attorneys that's really, really useful.

"Organizational Meeting. An 'organizational meeting' usually occurs immediately after the election of directors at the annual meeting and is listed on the annual meeting agenda. It gives new directors an opportunity to elect officers. An organizational meeting is an open meeting. If it is not held at the annual meeting, notice of the organizational meeting must be given to the membership in the same manner as any other open meeting."

Read more: Orientation Meeting http://www.davis-stirling.com/tabid/2906/Default.aspx#ixzz2XNO9XNtW
from Davis-Stirling.com by Adams Kessler PLC.

Look up executive session too on their Main Index, Mark, for a review.

Directors could vote for officers by secret ballot if most agree.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

My experience says the last order of business for an outgoing BOD is to call the New Bod members into an Executive Meeting where the outgoing BOD Members oversee election of the new Officers. At the end of this Executive Session, the outgoing BOD Members depart and the new BOD Officers are introduced.

In real life there were many ongoing discussions/horse trading/unofficial/late night bar sessions, etc. about the new BOD officers prior to the Executive Session. Rarely did more the two people (two already agreed on) run for any office. Our actual voting was more a formality then a wide open election.

This is real life.

MarkM19 (Texas)
Posts: 1,459

Posted:

Thanks Carol. I am very familiar with the Davis Sterling website. I guess this just goes to show you that if you do the wrong thing enough times it can become practice. I will make sure that we correct the Election agenda next time.

Thanks again.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By MarkM19 on 06/26/2013 5:43 PM
I am a current Board member on a 5 member Board. My question is simply when we went into Executive session after our Election and 1 Board member nominated a person for President and he got a second. 2 members supported this nominee and 2 did not support. The person that was nominated asked for a vote and voted for himself. Is this legal for him to break the tie?

Thanks in advance.

Every member of an assembly has the right to vote, and, in an election, to vote for himself. This is standard parliamentary procedure and, unless prohibited by state laws or your bylaws, perfectly legal.

CarolR11 (Colorado)
Posts: 2,563

Posted:

You're welcome, Mark. This AM, my husband & I are headed up to Napa for a very long weekend!

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