HOA Vice president election was done without informing all community members

First, it appears the Board acted legally and in good faith. The citation you were given from your governing documents is what the attorneys call "black letter law".

The information you posted is silent on the process i.e., is there language elsewhere which states the selection of the replacement must be made in an open meeting, that the members have to be informed of the selection meeting, are there words regarding a call for candidates, etc.? Since I am not familiar with Virginia law, or the language in your documents, I cannot say the process used was right or wrong, other than on the face of it it appears the proper process was followed. I will say, in my experience, I have seen replacements made in California (before Davis-Sterling, which was implemented after I moved) and in Texas, following the exact process your documents describe.

In the HOA in which we reside, one member of the board recently resigned as they moved out of state. The board sent a message to the entire membership asking for nominations, including self nominations. We interviewed each of the candidates privately. We then held a meeting of the Board, in Executive Session, to review the candidates and make our selection. The interviews and selection were done privately as doing so in a public meeting would not lend itself to candid discussion. We did not inform the membership of the interviews. We provided notice of the meeting of the Board in which the selection was made but we made it clear we would immediately adjourn to Executive Session to select the replacement board member and would not conduct ordinary business. Doing so met the meeting notice requirements of Texas law. We did include a brief description of the selection process we intended to use in the call for candidates.

My suggestion is you ask yourself why you are concerned? Is it that a process, or perceived process, was not followed, or is it because you have an objection to the person selected. If the latter, you perhaps should rethink your objection as the language you posted made it clear the selection of a replacement is entirely up to the Board and does not require the advice and consent of the membership.

Finally, I am not an attorney, nor did I sleep in a Holiday Inn Express last night. My comments are based on my personal experience and knowledge.

Thank you all for the reply. I feel the need to challenge because of 2 reasons.

1. The person elected has not been on any committee or has not contributed to the community in a meaningful way.
2. I believe that the election should have been done in a board meeting where people who have put up their hand for the VP position should have been given a change in an open forum to explain why they should be given a chance
3. Also not everyone in the community was informed of this position. It was posted on the community facebook which has less then 50% subscription. This is why I feel that that not everyone was given a fair chance. Is there any legal standing to this?

Thank you all again for the replies.

In my opinion you are completely wrong on all points.

You don't get to decide if a person is qualified, the board does. This is strictly a board decision. No open forum, no raising your hands.

Everyone doesn't have to get a fair chance. You will get that in a regular election, which should be every year.

I meant everyone was NOT invited

Ketan

In my earlier post, I described the process we used recently. We used that process as the remaining member of the board and I felt that was the best way to provide an opportunity for those interested to self-nominate. It also provided an opportunity to those who had "volunteered" verbally to be formally considered as we asked for a candidate statement form as part of the self nomination process. Frankly, we were hoping to get some new blood and we did, the candidates have lived here for a number of years but have not previously been involved.

Regardless of the methods we used, the only language in our Governing Documents regarding replacing a board member is almost word for word identical to yours. As was pointed out in a previous posting, the language you cite regarding making the selection in a meeting is not relevant unless it is from your governing documents or Virginia law or property codes, which is why I asked in my original post if there was relevant language elsewhere in your documents--and by inference, in Virginia laws or codes.

May I suggest to you that very few residents in your association will have had an opportunity to serve on a committee or make a relevant contribution to an association which is 8 months old; either point you made is barely, if at all, relevant. You may find the person who was selected has experience, perhaps significant experience, in an HOA elsewhere. Even that is not necessary, almost anyone can be an effective board member with coaching and commitment.

Again, if you accept the interpretation by others of the language you provided, and find there is no other language in your governing documents or Virginia law/code which requires the selection to have been made in an open meeting, I recommend you drop the matter.

Do you have some other concern? You seem to want to find some way to undo the selection of the replacement.

With all due respect Ketan the two points you seem to be relying on don't seem to hold water. Tim, who resides in Va. Is one of our most well informed posters to this forum. This appointment need no have been done with notice or participation from the membership.
And there is no requirement that notification or the orotundity to seek the open position be made available to everyone. The board, not you or any other member sets the criteria.
Any board operates under the guidelines set forth in your documents or applicable state or federal laws. It is not you who sets the procedurescorcdetermines what is acceptable and desirable.
And to blunt, the board's most important role is to manage the affairs of the property in the hopes all will benefit. Taking time to explain, defend, or satisfy individual owners as to how and why things have been done takes away from that most important role.
You role is not to police, question, enforce or argue board behavior to YOUR satisfaction. Seems to me makes their already thankless job more difficult than it needs to be.
I would hope you educate yourself, learn the procedures, come to understand the board should serve your interests as well as their own. And come to a point where rather than challenging their actions you offer support forvtheirceffortscon your behalf.
Goog luck to you, your board, and this new VP.

If I am to interpret the following, it appears that while/maybe the appointment can be done in executive session, the vote is invalid if the following procedure is not met.

No contract, motion or other action adopted, passed or agreed to in executive session shall become effective unless the board of directors or subcommittee or other committee thereof, following the executive session, reconvenes in open meeting and takes a vote on such contract, motion or other action which shall have its substance reasonably identified in the open meeting.

Ketan

Tim is the VA expert but to aid you, a few simple guidelines:

1. The BOD is elected via an owner vote.

2. The BOD then elects its own Officers ala President, VP, Treasurer, Secretary, etc. from among the BOD Members. Owners do not get to vote on this.

3. All Officers are BOD Members, but not all BOD Members are Officers.

4. A Officer could resign their Officer's position and still be a BOD Member. In this case the BOD would call for a new Officer election again with only BOD Members voting.

5. When a BOD vacancy(s) exists (via resignation, death, etc.), the BOD can appoint a new BOD Member(s) to fill that vacancy(s). The owners do not get to vote on the person(s) appointed.

6. A person appointed by the BOD as a BOD Member, does not automatically step in as an Officer of the BOD if they were replacing such.

The above can vary from state to state and association to association so use as a guideline only.

Hope this helps.

What CA does and what Ketan in VA needs are two different subjects. Let us get back to helping Ketan.

Ketan if you feel this strongly then IMO your only option would be the rally your fellow homeowners and gather the required signatures to hold a Special Meeting to recall this person and vote in their replacement.

Richard,

We seem to having different viewpoints on ways votes can be cast.
I provided links to Roberts Rules of Order which describe those various ways.

Other then the methodology of the vote, we agree.

I'm happy to agree to disagree.