HOA By-Laws

By -law reads
"Vacancies occuring between annual meetings of the membership shall be filled by the remaining Board members for the remainder of the unexpired term of the vacant directorship."

Please interpert the "remaining Board members"

My interpretation would be that means only those remaining on the board after one or more directors resign. This would prevent a director from voting on his own replacement as there is no vacancy until he resigns and after he resigns he is not a remaining board member.

The by laws do state they can replace an officer but a nonofficer vacancy is to be filled by the remaining board members. The president said they would fill the position with a nonofficer. It sounds to me it was not democratic. Thoughts?

As you can see from all of the responses above, directors vote fill director vacancies on the board. As Tim points out this is very typical.

It's also very typical that directors can vote to remove officers from their officer positions, e.g., pres., VP, etc., and appoint a new officer (who may or may not be a director depending on what your bylaws say.) Similarly is an officer resigns, but remains a director, all of them can vote to appoint a different person as a director.

Sometimes HOAs go through a spell of resignations. It would be both expensive and inefficient to have the whole membership have an election every time a director vacancy occurs.

Which part do you think is not democratic??

Leann

Do you realize there are differences between BOD Members and Officers?

Typically owners elect Members to the BOD. The BOD Members then elect their Officers from among themselves.

Scenario 1: The Treasurer (also a BOD Member) resigns from the BOD which by default also means he resigned from the Treasurers position. The BOD now has two tasks. Appoint someone to fill the vacant BOD Member seat. Elect a new Treasurer.

Scenario 2: The Treasurer (also a BOD Member) resigns as Treasurer but he retains his BOD Seat. The BOD now has only one task. Elect a new Treasurer.

Hope this helps.

Our by-laws state that a nonofficer BOD vacancy "shall be filled by the remaining Board members for the remainder of the unexpired term of the vacant directorship."
To me this means the BOD will not appoint or vote anyone else into the Board at this time.

Thoughts?

That would be an incorrect interpretation.

Perhaps this will help, here is the language from Florida Not For Profit Corporation Act. Specifically, 617.0809 Board vacancy:

(1) Except as provided in s. 617.0808(1)(f), any vacancy occurring on the board of directors may be filled by the affirmative vote of the majority of the remaining directors, even though the remaining directors constitute less than a quorum, or by the sole remaining director or, if the vacancy is not so filled or if no director remains, by the members or, on the application of any person, by the circuit court of the county where the registered office of the corporation is located.

Can someone help me I I'm an owner of a house at Gatlinburg TN. And the board is trying to find out if there's any law that help us .

75% of the owners want to make a owner move out of the house this person is making the neighborhood miserable and everyone that is living here.

Please help!
Thanks