Voteing on Officers

Started by GlenM4 • 17 replies • 906 views

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GlenM4 (Tennessee)
Posts: 141

Posted:

So there is a guy living in our HOA community, his father owns the house, but he pays everything. I believe he just could not get the loan for the house or something like that. Our CCRs say only owners can be directors. So that is not an issue, we know he cannot be a director. But there is nothing that says he can not be an officer (president, security, treasure)

My question is when we vote for directors its a community event. But after the directors have been chosen , we have a closed board meeting where we vote on officers. So how would I vote for an officer that is not a director? Does the person i want to vote for have to agree to be nominated during the vote? How do should others let the board know they are interested? As a director how do i know the person being voted for actually wants the position?

Thanks
Glen

AugustinD
Posts: 5,144

Posted:

One of my HOAs permitted non-owners to serve as the President and other officers. I think it is not uncommon. To cross every t and dot every i, your HOAs board should probably put out an announcement saying something like, "The Board of Directors seeks to fill the officer positions. An officer is different from a director. Non-owners and owners alike may serve as officers. Interested folks please apply by _____. " I would let any person, whom I thought suitable, know in advance that I would like to nominate her or him to the board, and see if he or she is okay with accepting the position, if offered. Then at the subsequent board meeting, I would ask for a discussion of nominees; say I had someone in mind; and hopefully subsequently motion to invite so-and-so to be President (or Secretary, or Treasurer et cetera). I grant this all has to be done expeditiously. Having a president to preside at board meetings is important.

GlenM4 (Tennessee)
Posts: 141

Posted:

That sounds great! I believe i will take this process. Thanks again!

KerryL1 (California)
Posts: 14,550

Posted:

Glenn, do your Bylaws state that certain officers must be directors??

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By GlenM4 on 05/25/2018 5:46 AM

I believe he just could not get the loan for the house or something like that.

For this reason, I would not make them the Treasurer.

Most often, Officers are appointed from among the directors. When this happens, the individual is performing two jobs with different responsibilities and different authority. As was asked by Kerry, some governing documents require some Officer positions to be filled by Directors. If this is within your governing documents, the most common positions are the President and VP (having to also be Directors).

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Glen

Check you docs and see if a non-owner can be a BOD Member and/or an Officer.

BenA2 (Texas)
Posts: 1,273

Posted:

I know you said there is nothing saying an officer has to be an owner but I would check the wording in your governing documents carefully. Usually the president and vice-president have to be a director.

Our bylaws do not say specifically that the president and vice-president have to be owners or directors but it says that the directors will select those officers from "among themselves" so they would have to be directors and, therefore, owners.

I have never heard of a president or vice-president not being a member of the board and think it could cause some problems.

RichardP13 (California)
Posts: 3,868

Posted:

Unfortunately, I have seen it quite often.

BenA2 (Texas)
Posts: 1,273

Posted:

I just looked it up in Robert's Rules and it is allowed as long as it is allowed by the governing docs. I would want someone with skin in the game.

RichardP13 (California)
Posts: 3,868

Posted:

How many governing docs were written specifically for the HOA they are in place for. Far less than you can imagine. First and foremost, they were written to insure that the developer remianed in power until the complex was completed. God forbid anyone with authority telling them what to do.

Howe many homeowners first goal when moving into a HOA was to become a Board member? How many even read the governing docs?

I manage a HOA where only the President needs to be a director, but directors need not be members.

KerryL1 (California)
Posts: 14,550

Posted:

The only officers in our HOA who must be a directors are the president & VP.

I wouldn't want a non-owner to be an officer and would discourage my fellow board members to not vote for such a person.

In CA, the meeting when the Board elects officers must be open. Are you sure, Glen, that the meeting can be closed in TN? Do your bylaws say anything about this?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Kerry,

I can confirm that TN does not currently have HOA laws.
I can confirm that TN corporate code does not require open meetings.
Since Glen provided his governing docs to me, I can also confirm that there is no requirement to have any board meeting open to the membership.

KerryL1 (California)
Posts: 14,550

Posted:

I'm sure Glen appreciates your research, Tim.

GlenM4 (Tennessee)
Posts: 141

Posted:

Sorry was off having a baby,

it does say that directors have to be owners or spouse of owners.

But for offices all it says is

Any person can be president but not president and treasure. Thus, i take "any person" as any person, or else i would think it would say director, owner, member,.

As I dont think it will happen, its just nice to know if it can be done..

Tim, Want to be our president! lol

Cheers
Glen

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By GlenM4 on 06/04/2018 9:19 AM
Sorry was off having a baby,

it does say that directors have to be owners or spouse of owners.

But for offices all it says is

Any person can be president but not president and treasure. Thus, i take "any person" as any person, or else i would think it would say director, owner, member,.

As I dont think it will happen, its just nice to know if it can be done..

Tim, Want to be our president! lol

Cheers
Glen

Glen

I do not believe the "any person" statement was meant to include non-members of the BOD. If non-members were allowed, I think the docs would better cover this.

CjC
Posts: 210

Posted:

ALso check how many are allowed to be on the Board. If it says to elect Directors for the board, you might not be able to elect someone Pres who isn't already a director if the board #s are filled.

GlenM4 (Tennessee)
Posts: 141

Posted:

Ben, can u tell me where in roberts rules you saw this?

Thanks glen

BenA2 (Texas)
Posts: 1,273

Posted:

Quote:

Posted By GlenM4 on 06/14/2018 5:55 PM
Ben, can u tell me where in roberts rules you saw this?

Thanks glen

Sorry, I should have cited that. In RR newly revised, 11th Ed. Chapter XV, section 47, p. 447, line 15. Principles Applying to Holding Office - "In most societies it is usual to elect the officers from among the members; but in all except secret societies, unless the bylaws provide otherwise, it is possible for an organization to choose its officers from outside its membership."

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