2 openings & 2 candidates

Joseph,

I see nothing illegal about the election. As you said, two candidates for two openings. The fact that other board members do not like one of those elected by acclamation is irrelevant. The board is not a social club or college fraternity. If the owners were unhappy with this person someone should have raised their hand and volunteered to be a candidate.

Short answer - Tough.

From what you posted, it sounds like the election was proper as vote by acclamation is a proper procedure.

Now for the tough love part - Even if it wasn't (the only question being if written ballots were required or not), what you are saying is that you want the membership to spend additional funds to print notices, agendas, proxy forms, ballots and handouts along with the expense of postage simply because you are worried that someone who is willing to serve when others were not, may be difficult to work with (as you have never worked with him yourself, you're just going by gossip). In my opinion, if you don't want to work with someone, spare the members the additional expense and resign. That would be more in keeping with your fiduciary duty than trying to invalidate an election process you ran because you don't like who won.

Question: would you still try to invalidate if you used written ballots? You don't have to reply to me, just answer the question honestly to yourself. If you would, then it may be better for you to simply resign as you apparently choose to believe the gossip when you have no first hand knowledge. Who knows, it may be the best Board you have ever worked on because the difficulty may require you to better substantiate your opinions.


Those who knew should have stepped forward and volunteered.
When individuals don't volunteer, they allow those who will volunteer (be they good or bad) to be the ones who run things and make the decisions that affect them.


Unless your governing documents or applicable statutes require written ballots for elections, what you did is considered a proper procedure.


Honestly, you have held an election. If you and/or other members of the Board were that concerned on who may be serving with them. you and/or they would have done more leg work and actually found volunteers to announce their candidacy at the meeting or before hand.

Thanks for all the advice from everyone.

As I feared, our election was “legit”.

Since my initial posting I now know that the “gossip” I heard about this new Board member is true. This guy has some kind of problem.

In the last few hours he has sent a number of emails to all the Board members criticizing past and pending Board actions and threatening legal action against the Board if we don’t follow his personal interpretation of our Declaration and Bylaws. We haven’t even had our first meeting with him.

After seeing these emails I contacted the other Board members (who have prior knowledge of this person). We have all agreed to resign if he remains on the Board. Also, our Treasurer who is not a Board member (but knows this guy) has told us he will also resign.

I think our only option is to follow our Bylaw procedure for removing a Board member and then deal with him as an association member if he sues us.

Joseph,

He is one individual. As a Director, he gets one vote. Therefore, unless others agree with him, nothing will go his way (as majority vote rules). The Board can even keep him from obtain an Officer position.

If he wants to sue, let him. Explain that the D&O insurance doesn't cover Directors suing Directors and that it will be explained that any special assessment to cover legal costs will be a direct result of his action (i.e. bully the bully). Additionally, since he would have taken legal action on his own, the Association would not be responsible for his legal expenses and that he would not be allowed to attend any meeting where the pending legal action may be discussed. However, if there is some question to the interpretation, then spend the funds and get a legal opinion. It will likely be the only way to have him accept the interpretation.

Do you have open meeting laws? If you do, you can probably start bullying the bully by explaining that discussing issues via e-mail is a violation of the open meeting statute and if he continues, the Board will ensure that the minutes reflect that he has been made aware of the statute and chooses not to comply. Having that in the minutes may help if he does bring any legal action, as it shows that he is coming before the court with dirty hands.

Joseph,

What follows is more Tough Love.

Your writing indicates that you are fairly well-educated and an articulate writer. Nonetheless, this post, as well as previous posts, indicates some serious problems within your association. In this post you were seeking a way to invalidate an election simply because you dislike one of those who was elected. In a previous post you were concerned that the election would bring in a new board and you were trying to find a way to prevent the board from exercising its lawful authority to undo what your board has done. My impression of your board is one that believes its vision is perfect and beyond question. Each time you post I keep thinking how glad I am that I do not live there.

Has it occurred to you that the reason no one put their hat into the ring is that they find your current board so difficult that they do not wish to serve on it? I would not want to run for a seat on a board where I know that at least three of other seats will be held by those with a vested interest in keeping the status quo.


Has it ever occurred to you that you and the other board members are the ones out of line? From what I have seen your board is none too keen on the idea of seeking legal advice from a real lawyer. The new guy may be a crackpot or he may be the only board member with his head screwed on straight. The fact that you wanted to hijack the election because you did not like the results indicates that there are some serious problems within your association.


This is a childish response. It reminds me of the morning after the 1960 elections when my nine-year-old brother refused to go to school after learning that Kennedy had won. But if you guys cannot get along the new board member then my advice is do not let the door slam on your butt.


Your only option? How about seeking some legal advice before doing anything even dumber? Or taking a community college class in corporate law?

You have not had your first meeting with this new member and already you and the others are conspiring to deprive the membership of their rightfully elected representative. Just how far do want a judge to kick your butt? Yes, the guy is abrasive towards the board but you are doing everything possible to justify his contempt.