What if? President resigns ...

Hi All,

Our President "my" resign due to upcoming move to another state. Our current VP is woefully unprepared/unable to function as the President - long story why she is there, but it is what it is - I chose my battles.

I'm the Secretary, BUT am a Non Resident Owner (I own a couple of rentals in the neighborhood) - I have ruled myself out as President - didn't think it was appropriate and might cause concern in the neighborhood. The current Treasurer IS prepared and able to be the President, but no one else is prepared/able to be the Treasurer due to software knowledge needs.

There are three other directors, but none want to be President.

By-laws have pretty common language ... written notice of resignation, doesn't require acceptance, VP in absence or disability of President will exercise powers, etc.

So, since nothing prohibits it, can the Board simply elect the Treasurer to ALSO be the President?

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Auditors often get frowny if the same person can sign contracts and also cut checks. Too many opportunities for bad things to happen. If there are only two people involved, you usually have a President and a Secretary/Treasurer. If you have a property manager who handles the books and the Treasurer doesn't actually have physical access to the checks, you'd at least have one person who in theory could stop any embezzlement, but I'd still want to run this by the association's accountant and/or attorney before I'd combine the President and Treasurer functions.

Many bylaws prevent the president & sec'y from being the same person. And a state's corporation code may tell you more about this topic.

Our bylaws have to no requirement that the prez signs checks and contracts. So, to avoid frowniness, vote that the sec'y perhaps signs contracts if your own docs don't say otherwise.

Right, the VP only serves in the place of the president per your docs. you are free to not elect her as president.

We had a treasurer once for a few months who was not a director as no one else would serve upon a resignation. but our bylaws permit that.

I recall, George, you have no prop. mgr.? Or is that your other HOA?

ACTUALLY, that is NOT correct.

In the absence or disability of the President, the Vice President shall perform all of the duties of the President, and when so acting shall all the powers of and be subject to all the restrictions upon the President. the Vice President shall have such powers and perform such other duties from time to time may be prescribed by the Board or by the Bylaws.

If the Board would like to re organize after a resignation, it is within their power, but not absolutely necessary.

The is an attorney opinion, can you do better?

QUESTION: Our president resigned. Does the vice president assume the presidency or just until a fifth person is brought onto the board and the board votes on a president?

ANSWER: The vice president becomes the acting president until such time as the board selects a new president. The board can elect new officers at any time or it can wait until it adds a fifth director to the board.

What happens if the President resigns, but still remains a Director?

The Bylaws say,

"In case of the absence or disability of the President, the duties of that officer shall be performed by the Vice President."

If the president resigned and wasn't just absent or disabled I think the board wouldn't dilly dally for 4 months before electing a new president. Whether he also resigned from the board of directors or not wouldn't make any difference.

The Bylaws lay out the executive officers of the association as a President, Vice President, Secretary and Treasurer. The relevant state statute (FS 617.0840 "Required Officers") says, "A corporation shall have the officers described in its articles of incorporation or its bylaws." My take on that is if the Bylaws say there have to be at least those 4 executive officers and state law says a corporation shall have the officers described in its Bylaws, then we would technically not be in compliance with the state statutes. Our bylaws go on to say that if there's a vacancy it shall be filled without undue delay at the next regularly scheduled board meeting or at a special board meeting.

So if the president resigned the day after one of our regular board meetings we'd probably wait a month until the next regularly scheduled board meeting. If something were coming up that month that required the president's attention then we'd probably schedule a special board meeting ASAP to elect a new president. Between the statutes and the bylaws I think we'd be OK. If there were some situation where we really needed to get an attorney's opinion on the matter, we'd do that, too.

Our By-laws are clear that director must be a member of the HOA ... normal process for director election, and normal process for officer election by the directors.

Since our Bylaws have no restriction regarding holding two offices, I think we can elect the Treasurer to be the President, as well - I guess he could resign as Treasurer, then be elected President, then have the Treasurer position open and do the books on the side as the President?

Sheesh ...

Unless it says so in the By-laws.

OK - down the rabbit hole, again.

By-laws, four officers, all must be members and directors. No provision for anything else.

I fully understand (and agree with) your bylaws.

Your treasurer MUST be a director AND a member AND (probably) signs all checks.

HOWEVER

There is NOTHING preventing the BOD from having a (volunteer or paid) clerk to keep the books.

Said clerk (possibly a mgmt. co.) would merely accept payments/assessments and prepare checks for the Treasurer's signature.

many hands make light work

Looks like Ms Pres may stay for a few months and that may get us to the next Annual Meeting.

Did have the chair of the Beautification committee resign because she did not want to solicit proposals for the annual landscaping contract - I pushed that this was a common procedure - it represents 40% of our budget. Said she just didn't believe in it :-). I don't think there is a sweet deal of any kind happening, but I did think this was very odd.