Advice on filling a shortage of directors and officers

I started this new topic for help filling a shortage of directors and officers as to keep my topics, on-topic. It came up in my thread about proxies which I apologize for.
http://www.hoatalk.com/Forum/tabid/55/forumid/1/postid/227322/view/topic/Default.aspx

Summary:
Director #1 – The only director on the board at this time, has not paid his annual assessments for five years and has a lien on his property for nonpayment.
Director #2 – passed away earlier this year
Director #3 – use to be me before I quit because I was performing all of the work with zero cooperation from other board members and zero cooperation from any the members to establish a quorum at the annual meetings. After submitting my written resignation I sent a letter explaining receivership and why it is a very bad idea and threatened to file an intent for receivership unless other members stepped up to fill the board. NOW we have members who are interested! Problem is, I'm no longer a board member or president. Looking back, I admit it was not the smartest thing to do, or my finest hour, but I was frustrated and burnt out. Now, after having other members willing to serve on the board, become officers and share the responsibilities, I'm willing to give it another shot because 1. I now have a better understanding of what needs to be done and a willingness to learn. – And – 2. Nobody else will spend as much time and effort as I have so far and I'm afraid we will be in a much worse situation bringing someone in "cold" and not wanting to shove the responsibilities off on to somebody else and overwhelm them.

After combing through the bylaws of our association more carefully and with a highlighter I found the following:

DIRECTORS
Number and qualifications. – The number of directors shall automatically be increased to 3 when the Class B membership is changed to Class A. The Board of Directors shall not consist of more than 5 persons

Vacancies. – Any vacancy occurring in the Board of Directors by death, resignation, or otherwise shall be filled promptly by majority vote of the remaining directors at a special meeting which shall be called for the purpose within 30 days after the occurrences of the vacancy. The director thus chosen shall hold office for the unexpired term of his predecessor in the election and qualification of his successor.

OFFICERS.
Vacancies. – All vacancies in any office shall be filled promptly by the Board of Directors either at regular meetings or at a meeting specialty called for that purpose.

And in the Articles of Incorporation it states under Board of Directors, "all vacancies occurring on the board of directors, if any, will be filled by a majority vote of the remaining director, even if less than a quorum. Any director may succeed himself or herself in office.
Our Annual Meeting is to be held in the month of February of each year.

SO, does this mean the remaining director have an obligation to fill the positions of the other two directors? If so, I cannot find how this is to be done.

And then the new board fills the vacancies of officers instead of waiting until February for the annual meeting? We have issues in our community which need addressing now, instead of waiting until February of next year.

Thank you for your time, patience, and helpfulness!

Robert:

You asked:

SO, does this mean the remaining director have an obligation to fill the positions of the other two directors? If so, I cannot find how this is to be done.

The answer is as you gave:

Vacancies. – Any vacancy occurring in the Board of Directors by death, resignation, or otherwise shall be filled promptly by majority vote of the remaining directors at a special meeting which shall be called for the purpose within 30 days after the occurrences of the vacancy. The director thus chosen shall hold office for the unexpired term of his predecessor in the election and qualification of his successor.

In your case the remaining Director should appoint one more for a BOD of 2 then those two have to agree on a 3rd. I say the President could not appoint two.

And then the new board fills the vacancies of officers instead of waiting until February for the annual meeting? We have issues in our community which need addressing now, instead of waiting until February of next year.

The BOD would then hold an election among itself as to which of the 3 fills what Officer positions. It would require 2 to 1 or unanimous to be elected to say President.

Typically a BOD can call for an election of Officers anytime they want. Say you have a BOD of 3 and the existing President says no election, the other two can call for an election.

In your case with a BOD of 3, typically the Officers will be one could assume President, Treasurer/VP (same person), and Secretary. If a BOD of 4, then typically one in each slot.

Many confuse BOD Members and Officers. Not all BOD Members are Officers. All Officers are members of the BOD.

Joe Smith, BOD Member and President
Ed Jones, BOD Member and Vice President
Sue White, BOD Member and Treasurer
John Green, BOD Member and Secretary
Lisa Wells, BOD Member but not an Officer.

Officer or not they each have a vote on matters. One person's vote does not count anymore then another person's vote.

Had you stayed on the BOD you would have been a BOD of 2 and you two could/would agree on who to appoint to the 3rd position.

I believe you are over thinking this.

The Director calls the meeting and sends any notice requirements.

I am assuming you are in an HOA, governed by FL Statute 720. See this
720.306 (9) (b)
(b) A person who is delinquent in the payment of any fee, fine, or other monetary obligation to the association on the day that he or she could last nominate himself or herself or be nominated for the board may not seek election to the board, and his or her name shall not be listed on the ballot. A person serving as a board member who becomes more than 90 days delinquent in the payment of any fee, fine, or other monetary obligation to the association shall be deemed to have abandoned his or her seat on the board, creating a vacancy on the board to be filled according to law. For purposes of this paragraph, the term “any fee, fine, or other monetary obligation” means any delinquency to the association with respect to any parcel.

If you are in a condominium, under 718, I believe that they have the same requirement.

Technically - perhaps
However, based on the statute, he technically shouldn't have been allowed on the ballot.

Realistically, I doubt anyone will complain or take the issue to court.

Lets see ... already answered this question on another thread. As noted in above bold text ... you potentially should not have resigned and instead fight a better fight for you and your neighbors. Now that you have resigned your questions are answered in your documents:

QUESTION: So, does this mean the remaining director have obligation to fill the positions of the other two directors? If so, I cannot find how this is to be done.

ANSWER: Vacancies. – Any vacancy occurring in the Board of Directors by death, resignation, or otherwise shall be filled promptly by majority vote of the remaining directors at a special meeting which shall be called for the purpose within 30 days after the occurrences of the vacancy. The director thus chosen shall hold office for the unexpired term of his predecessor in the election and qualification of his successor.

If you do not like what the one remaining Director chooses ... then you should not have resigned and given or left him with that power. Sometimes we reap what we sow.

UPDATE:
1. This has been a life lesson learned!
2. Things are looking up already.

On April 24, 2017, I had our attorney send a strongly worded letter to all the homeowners explaining the unfortunate situation of our neighborhood given my inability to fulfill my fiduciary responsibility to the membership… And the passing of Director #2 making the situation more serious… What this means is that should this matter not be corrected by individuals willing to step forward to serve your community, the State may have to step in and appoint a receiver…

Now today I get an email from "Director #3" touching base to see if I heard anything from any other members and not wanting the Association run by an appointed board…

So per your advice, I'm going to ask him to call a board meeting. He can then appoint me as a director once again. We then
vote in another director. If I can get another volunteer, then the 3 of us can vote him in as a 4th director. The director, not in good standing, is busy with his job a lot. This would give him the opportunity to step down if he chooses, so we wouldn't even have to go through the formalities of removing him and avoid conflict. Betty said she would be the treasurer, but didn't want to be on the BOD. I'll explain to her how every officer must be on the BOD, however, she can abstain from voting if she chooses, and not even have to show up for board meetings unless she is needed. I'll explain to her how much that would be appreciated as we really do need her help. That would eliminate a ton of stress from me. One of the other board members can be Secretary and take notes at the meetings and in return, I can help her with the minutes and letter writing.

Now if all that happens, we can focus on pressing issues affecting our community until the annual meeting in February. Proxy forms can help establish a quorum for the annual meeting and we will be in a much better situation.

Wish me luck!