I'm I President or not?

Hi everyone
This is a 3 member Board.
Going to try and make this short and to the point. Special Meeting was called for the Resignation of the whole board. The meeting comes and starts with financials of the Association. That ends and the Board goes into Executive Meeting, that ends and the come back to do their resigning. So the President says that the Vice President has resigned and the board picks a replacement. Then the President says the Secretary resigns and I,m called to replace that member. Heres, where it all changes several of us, know that you all can't resign at the same time because of several reasons. These would be very bad for the Association. So finally the member I was to replace decided to remain on the board for one more year, end of her term. So the President resigned and named me as his replacement. So the other person that filled a position thinks we hold no status and the remaining board member thinks she's right. I think the board went into Executive Meeting to approve us to fill the board positions. But if they didn't I told the other two we need to have a meeting of the Board to fill the positions, it's in the bylaws. I still think the way they resigned and picked their replacements means I am President...THOUGHT'S

Thanks, Guy

You say you were "called" to replace the secretary who resigned. You say the President resigned and "named" you as a replacement. None of this sounds legal. All the HOA Bylaws I have seen state that whatever Board exists, at the time of an officer opening, will vote on who will be the new officer.

Hi Richard
In Ohio, the Board doesn't have to have open meetings so we have a meeting scheduled next week for the Board. So can the Board appoint the positions of the new board members at this meeting? Our docs say the board can fill the positions till the next Annual Meeting that is next month. The other 2 say that we can't do that because only one person holds a position. If we're all on the board can't we vote to fill the positions?

Thanks, Guy

Hi Augustin

Yes at first I was called for the Secretary but she unresigned and stayed so the President resigned and named me in his place. That's what I'm trying to tell the other two that we need to have the Board Meeting to fill positions. The Secretary can't be the President because of her job and the other doesn't want or have the time to be President so I will be President whenever. Just trying to do this right!

I REALLY DO APPRECIATE ALL THE HELP!!!!!!

Thanks, Guy

Can you tell me what or how this should be done? Help!

Yes fill them but with an election between the 3 of you. I suggest the first ballot be for President. Ask for nominations. You may see right then how it is going down. A nominates B, B nominates C, nobody nominates B. Let the voting begin. You may also have to come up with a tie breaker. Be sure you put a tie breaker methodology in place to begin with. Cut a deck of cards. High car wins. It might help if you all could agree on a 4th person to oversee the election. Someone you all trust.

The Attorney's office did contact him with the Association wanted any property belonging to the Association returned. He said that the email was his account which the Attorney's office worker said it was the property of the HOA because it had records of Association business on it. They asked about checkbook and he said he would meet with the board at the bank to take his name off the account but my problem was and is that we have no Treasurer at this time. So the Attorney called him last week and left a message and hasn't heard back from the ex-president. This is one of the reasons we need to fill the positions. I don't think he is going to use the checks but if I were him I wouldn't hold on to it I would turn it over immediately! He should have given it at his resignation.

Thanks, Guy

Hi

Well tried my best to get the two other Directors to fill the Officers positions at the upcoming board meeting but all I get is they want to wait until the Annual Meeting to have the members put us on permanently. I told them both that leaving this open with only a Secretary as an Officer could cause problems. I said to them how can the bank accounts be turned over to a Director? The Secretary can't be the Treasurer because of her job. So can a Director be put on the Bank account?I, also need some advice on the Litigation I'm bringing against the old board. Being that the Secretary will be served personally and I'm the one bring the suit and the one Director isn't an Officer where do I send the suit. Should I send it to the Director's address that isn't involved in the suit? So with no President and no Vice President/Treasurer and the Secretary that will be served her self where does my Lawyer send it? I also, told the other Director that help me win the Truck issue what if something comes up and she said we can deal with it when it happens. So I wrote an email to both notifying them that I disagreed with them that we should vote on filling the Officers positions and not wait until the Annual Meeting.

Any guidance is appreciated and any reasons that I can tell them why we shouldn't wait to fill Officers positions.

Thanks, Guy

The job of the new board must be to stabilize the association. It sounds very chaotic.

Minutes of the meeting of all these actions should be provided to the bank. Minutes must show the resignation of any board members and the appointment of people that will fill out the board member's terms. It should also state the Association's lawyer. That lawyer can hold the checkbook for right now and act as signer on the account, with another director (pick straws for who it will be for right now.)

Don't worry about "officers" right now. This "executive committee" can take care of the day-to- day operations of the corporation until there is an election at the next annual meeting.

Re: your lawsuit
You need to know that any lawsuit against the past board is really a lawsuit against the current association. It's not a good time for that, either. Besides, it seems that you have accomplished your goal to remove people who made decisions that you don't agree with.

Thanks, CjC

I checked our Doc's and it says " He shall preside at all meetings of members and the board".

So is the "Board of Managers" the Officers and not the Directors.

Thanks, Guy

As stated before, someone can't "hand over" an officer's job to another person.

What was done was that BOARD members resigned, and you and others stepped in. (Not even sure if that was legal, but it is what it is)

You have no officers right now. The 3 of you can act as an executive committee, or you can elect officers if needed.

A president can be elected from the three who will simply officiate at any Board meetings.

A Secretary-Treasurer position can be elected by the 3 member board. That's the person who can sign checks for the time being, with the lawyer.

That's all you need right now to conduct business.

Any lawsuit should be handled by the association's lawyer who will report to the board, in writing, about its status. All documents should be forwarded to that person. Stay out of any micro-managing of this issue.

You will have to recuse yourself from any discussion or action about this lawsuit, anyway.

Sure is a lot of drama for a 3 member board!!

Consider yourself temporary until an official election at a duly called Annual Meeting of the Members.

When the President isn't available, the VP would preside.
If both the President and VP are not available, then anyone the Board chooses can preside.

That is excellent news, Guy, congratulations on starting to right the ship.