Officers of BOD

Our HOA governing docs state that 'the Officers of this Association shall be President, VP, Secretary and Treasurer, who sall at all times be members of the BOD, and such other Officers of the Board may from time to time create by resolution....'

I understand this in as much as the Officers MUST be also on the BOD.
Problem is, after looking at the Minutes over the last several years, there have been many times that one Director/Officer has resigned etc., but no indication in the Minutes that a replacement for that person was ever officialy appointed/elected by the Board.

For well over a year, there was no Treasurer. Several months without a VP or Secretary.
To make matters worse, there are several years that the terms of Directors (ours is 3 years), were not accurately kept track of. Our Bylaws say that the Board can appoint someone to fill any vacancy, but they are supposed to serve only the remainder of the term of the vacant Officer's/Director's term. Once that term is up, shouldn't they be elected as a Director by the Memberhsip?

A few of the Members of the BOD just rolled themselves over (apparently) and made no mention that they were filling the remainding term of a vacancy, hence, served another 3 years...

Doesn't the Bylaw stated above mean that thier MUST be these Officers enumerated at ALL TIMES?

Thanks for your input in advance.

Should be, yes.

Required or Must be, it depends. As you pointed out, the Board may appoint individuals to fill vacancies. Therefore, with staggered terms, it could be possible for a less then ethical board to continue to appoint some individuals to continually vacant positions.

What is legal is not always ethical. A Board should do what is ethical but they must do what is legal.

Thanks for the Welcome!
Yes, I am on the Board (now, unfortunately). Yes, there is resistance.
Any Officer can fill more than one position except the Office of Pres and Secretary (Bylaws).

Right now, the Pres assumed the Office from the VP position after the elected Pres quit. Nothing in the Minutes that the BOD appointed elected individual to the position.
Treasurer attended one meeting immediately after election at the annual meeting, never attended another meeting, and was removed from Office by the remaining BOD. The whole year goes by without an official Treasurer being appointed by the BOD. Secretary resigns a few months later, same story, no Secreatary officially appointed by the BOD.

Money spent, actions taken, budgets approved etc., all without some of the Officers required by Bylaws and State Non-Profit Incorporations Act.

Simply having the remaining DIRECTORS running business as usual with no Officers to acount for actions seems plain wrong if not illegal.

Then technically, the individual is still the VP but, as VP's are supposed to do, fulfilling the duties of the President. It may simply be that nobody thought to make it a formal motion and record it in the minutes.


Who performed those duties (signed checks, made deposits, provided financial reports to the Board, etc. ?

Whomever did that was the defacto treasurer.


The Officers are not the one's accountable. The Directors are the ones who are accountable.

You can delegate responsibility and duties but not accountability.