Annual Election

Started by ReneeD • 5 replies • 1402 views

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ReneeD (Illinois)
Posts: 201

Posted:

There are two members who accepted and filled open positions on the Board early last year and both ran as candidates in the annual election last year. Quorum was not met so by acclimaton, each has remained on the board (President and Vice-President) by acclimation. Since the membership did not elect them, would their positions be open as well for this year's election? Or, do they remain on the board and complete a full 2 year term? Right now, it doesn't look like any on is interested in running for the Board...newbies. And, the fifth position has remained vacant since last year's election due to lack of interest.

The other twist in this whole equation is that two of the board members actually wants to remove one bord member (who doesn't think they have to run this year) off the Board. Can that be done by a majority vote only?

Our Bylaws state that if you are on the Board and no quorum is met or until a successor succeeds their position current board member(s) remain on by acclimation. Thoughts/Comments? -Renee

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Renee

The answer is in your docs and most probably in the Bylaws. The answer can vary from appointed to a full term or appointed to fill a position only until the next election.

Typically people are elected/appointed to the BOD then the BOD elects its own Officers from among themselves. Rarely is one elected or appointed to a specific BOD Officer position such as President, VP, etc.

Hope this helps.

ReneeD (Illinois)
Posts: 201

Posted:

Thanks, John, appreciate your reply....but I do have one final question. If our governing documents are silent on this would the language contained within the Common Interest Communty document supercede what is written in the Illinois Condominium Act or our Dec/ByLaws or both. That part I am a bit fuzzy on and not sure how the hierarchy of of all these rules comes into play. Thanks again. -Renee

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Renee

General laws preempt any docs. Typically the hierarchy is:

Laws
Articles of Incorporation
Covenants
Bylaws
Rules and Regulations (R&R)

Quite often one will defer to a lower one. Common for Articles of Incorporation to say "Unless the Corporation Bylaws say otherwise". As an example, SC Articles of Incorporation allow for Proxy voting but say unless the Corporation Bylaws say otherwise. Our Bylaws say Proxy voting is not allowed. Our Bylaws rule in this case.

Also a lower level document cannot override a higher one. One typical attempt/error is when a BOD will write an R&R that overrides a Bylaw or Covenant. Example. If the Bylaws say all owners in good standing are eligible to run for the BOD. One cannot make a R&R that the owner must live on site.

BOD's making improper, and sometimes flat out illegal R&R's is a common issue. One quite common problem area is when they write R&R's limiting rentals.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Renee

Generally the way one got on the BOD is the only way they can be removed from the BOD.

If elected by the owners then the only way they can be removed for the BOD is if the owners remove them via a recall vote.

If appointed to the BOD by majority vote of the BOD Such as in filling a vacant position) then it will take a majority vote of the BOD to remove them.

Some Bylaws also allow for suspension of a BOD Member for various reasons like behind in dues, involved in a lawsuit against the BOD, etc.

Hope this helps.

JohnB26 (South Carolina)
Posts: 1,569

Posted:

Quote:

Posted By JohnC46 on 06/29/2013 6:31 AM
Renee

General laws preempt any docs. Typically the hierarchy is:

Laws
Articles of Incorporation
Covenants
Bylaws
Rules and Regulations (R&R)

Quite often one will defer to a lower one. Common for Articles of Incorporation to say "Unless the Corporation Bylaws say otherwise". As an example, SC Articles of Incorporation allow for Proxy voting but say unless the Corporation Bylaws say otherwise. Our Bylaws say Proxy voting is not allowed. Our Bylaws rule in this case.

Also a lower level document cannot override a higher one. One typical attempt/error is when a BOD will write an R&R that overrides a Bylaw or Covenant. Example. If the Bylaws say all owners in good standing are eligible to run for the BOD. One cannot make a R&R that the owner must live on site.

BOD's making improper, and sometimes flat out illegal R&R's is a common issue. One quite common problem area is when they write R&R's limiting rentals.

nope: actually:

Laws ~ Federal->State (incl. corporate law)->County->Municipal
Covenants ~ recorded with and part of your deed (the contract)
Articles of Incorporation ~ to remove personal liability of HOA mnembers
Bylaws ~ govern the corporation
Rules and Regulations (R&R) ~ whether inc. or not

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