Election results questioned.

Started by DanH7 • 6 replies • 1587 views

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DanH7 (Maryland)
Posts: 14

Posted:

I am questioning the validity of the July 9, 2013 Board of Directors officer elections.

Per the By Laws of our Association, Inc.

Article VIII – Officers and their Duties

Section 2. Election of Officers – The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of members.

Section 3. Term – The officers of this Association shall be elected annually by the Board and each shall hold office for two (2) years unless he shall sooner, resign, or shall be removed, or otherwise disqualified to serve.

The elections held July 9, 2013 went as follows:

Office of Vice-President was empty and needed to be filled.

XXXa nominated themself for the position of Vice-President.

XXXb nominated themself for the position of Vice-President.

The vote was taken and XXXb won the vote 3-1.

Now comes my complaint on the validity of this vote. Per the By Laws an officer is elected to their position for two (2) years. XXXb was elected to the position Member at Large in 2012, therefore he has to fill his two year obligation to that position unless he resigns, or shall be removed, or otherwise disqualified to serve. XXXb was never qualified to run for the office of the Vice President’s position and the election of Vice President should be granted to XXXa by default since there were no other valid nominations for the Vice-President.

MelissaP1 (Alabama)
Posts: 13,836

Posted:

Can I also advise you to see the real responsibilities of this Vice-President position? Go read their responsibilities. This is a CORPORATE Vice-President position not a GOVERNMENTAL one. That means in most HOA's the Vice-President role is NOT one breath away from being President. It just means, they are responsible for taking over the meeting when the President can't make the meeting.

Just wanted to point that out so one doesn't think that the position necessarily means they will become president upon any issues that position comes open. It is a quite common misconception in HOA's. That is because they do straddle that line between small government and corporate.

Just like those who run for a higher office, they often do resign their existing positions to take the chance. This case is "member at large" a real position in your HOA? It's not an officer position is it? This is an officer position and the 2 years term then starts. The A person can always run again?

It's great you are all gung-ho and care so much on this election. I wish more people were like you. However, there will be a point where this has to be let go and the work done. That is when one can recall the member if their work is not up to par.

Former HOA President

CarolR11 (Colorado)
Posts: 2,563

Posted:

Dan, whether or not your bylaws use the phrase "member at large," I assume that XXX B is a director and the Board can (s)elect XXXB as an officer. Your other officers probably also are directors, right? (Though your bylaws may give the board the latitude to elect an officer who's not a director.)

By the way, an ongoing thread (don't know offhand which one) states that according to Robert's Rules of Order, the VP does indeed fill the office of president should anything happen so that the latter no longer serves. This only matters if your Board follows Robert's either by requirement or by choice. Poster Bruce is our resident expert (IMO!) on such matters and may read this too and contribute.

It's good that small victories occurred. Change does take some time and requires patience and support from your fellow homeowners.

CarolR11 (Colorado)
Posts: 2,563

Posted:

I might have left the wrong impression. Check your bylaws first to see the definition of the duties of the VP. They very well may, like ours as I recall, state that the VP does take over the duties of the president if something happens to the latter. If silent, check your state's corp. codes. If silent, then you'd turn to Robert's if your Board uses it.

DanH7 (Maryland)
Posts: 14

Posted:

The member at large is an officer whose was elected by the BOD for a two year term. All are directors of the board. We are suppose to have five members. Pres, VP, Treas, Sec and member at large. The VP is there to do the duties of the Pres if the Pres isn't available.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Dan

Members of the BOD are usually elected by homeowners in a general election. While not the only way, the statement is general enough for this conversation.

Officers of the BOD are then generally elected by the elected members of the BOD. Such as President, VP, Treasurer, Secretary, etc.

Not all members of the BOD need to be officers though all might be and some can hold two positions, but another subject.

Even if the Bylaws say two years as an officer of the BOD position, if ones elected term to the BOD is less then two years then their elected to the BOD overrides. One cannot have an elected to the BOD term with one year remaining and it be over ridden by one being elected by fellow BOD members to a two year officer term.

An aside. I have never heard of an officer position of Member At Large. Usually if say 5 on the BOD and 4 elected to Pres, VP, Sec. Treasurer then the 5th person is just a Member of the BOD, not an officer such as Member At Large. Sounds like at title for someone that finished 5th in a 4 man race.

Medals are not awarded for last place.......LOL

CarolR11 (Colorado)
Posts: 2,563

Posted:

So far as I know, Dan, there is no officer called "member at large," "or director at large."

But let's say that XXX B is secretary and wants to be VP. There, again so far as I know, is no reason why he cannot resign as sec'y and be elected by the Board as VP. I have a feeling we have a problem with semantics here, but I don't know what it is.

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