Appoinment at annual meeting instead of a vote

Our annual meeting was just held with the meeting announcement that stated only one board position was up for election due to term expiration. My self and another homeowner contacted management to let them know prior to the meeting that there should be two positions up for election according to our records. They told both of us they would look into it. When I got to the meeting there was only 1 position to vote for.
The managing agent stated at the meeting that the second position would be appointed by the board at the board meeting following the annual meeting to the candidate with the second highest vote count as this board position had been resigned 10 months earlier and the term was to go through annual meeting 2016. Management did not seem to have minutes to back this up. The member with 15 votes renewed his term for three more years. When it came time for the board to do the appointment they did not choose the candidate with the second highest number of votes (13 votes) but the only other candidate that had 1 vote.

It has later been found in a newsletter and email between the former manager and board members that there indeed should of been two positions up for a vote not one. This information has been forwarded to management. No word yet as to what the board is going to do with this information. What can be done by the homeowners to rectify this situation and object to the improper appointment of the second board position. I would think the person with second highest vote count should be considered elected to that position.

If a spot became open prior to your annual election, it should have been filled by appointment. But at your annual election those spots should have been voted on.

In regards to replacement in our documents it states in the event of a death, resignation or removal of a director, that director's successor shall be selected by the remaining members of the board and shall serve for the unexpired term of the predecessor. The manger told my husband that the appointment of the second highest vote was decided by the board before the meeting. It was clear they did not like the vote outcome and chose to appoint the other person. The real issue is clear the second position should have been voted on by the membership anyway as the term in question was expiring.

Can an Objection be filed with the board as to the improper appointment of a board member? I am hoping the will rectify this on their own but knowing this group that is highly unlikely.

Based on the above, it appears that the board acted properly in appointing a replacement. This seems to be out of step with normal practice but unless there is anything in your state statutes that would override the provisions of your governing documents then there is nothing that can be done.



It appears that the bylaws allow the board to appoint whomever they wish to fill out an unexpired term. And they did.

Sorry, I misread you post, Natalie: Your bylaws SEEM to say the Board may appoint someone to fill vacancies until the end of the term-- in '16 in this case.

Or are missing something. Not sure why, but I'm having trouble following this.

Nat

You have your belief there is evidence the term expired at the annual meeting, they seem to believe your belief is wrong. What do you intend to do next?

Natalie,

I understand the situation.

Candidate A & B should have been on the Board (regardless if they were elected or appointed as was announced). However, A & C were actually placed on the Board.

Expecting that candidate B wasn't offered the position and refused, the only optional recourse's would be:

Option A: Challenge the election. This would be done through the courts (per VA § 13.1-848 (F). Although no timeline is cited for a legal challenge, the sooner it is done, the more likely the court would act. Consult a local attorney for more specifics.

Option B: Mount a recall effort.

However, a letter from an attorney (cost $300-$500) may have the same effect as actually challenging the election. Hence, an Option C.

I would challenge this appointment. The board would have been acting correctly to appoint someone to fill the unexpired term when the vacancy presented itself apparently 10 months earlier. Trying to do it immediately after an election 10 months after the fact is ridiculous, especially if the members overwhelmingly voted for someone else in a properly held election. Looks like the board is deliberately going against the will of the members. This does nothing but invite problems.

Will cost you money and will come down to how bad you and the members want the candidate with the second highest votes on the board.

I agree with you, CfD, but how should Natalie go about "challenging" this? What is the process?

I think, with time, those who want to see this problem corrected should each chip in $ to hire an attorney to handle this.

That would depend on the judge.

They may require a new election or utilize the existing numbers.
OR
The two parties work out a compromise prior to the final judgement.