Suspicious Board practices in appointing board members

MichaelT19 (Florida)
Posts: 7

Posted:

I am part of a community in the state of Florida. This past year there were two open board seats and there were (only two that applied) two members of the same household that applied for the seats. They were both put on the board. Since then, in July we had a board member move and open another seat. I nominated myself for that position and believe I am the only one that did so. They decided not to fill it until the next annual board meeting in January after they asked for my information. Leaving the seat empty for 6 months. So now they have 4 board members instead of five with two of those 4 in the same household. This seems suspicious. The By-Laws do not state anything about not being able to have two board members on board from the same household. It does say that a household gets only one vote for a quorum. Is there anything a member can do about fixing these suspicious activities? I have went over the state law and have yet to find something that dictates it as being unjust. I believe they are correct in allowing this to happen as state laws only disallow same member of household on board for certain condo situations. But, again they are not allowing another appointment of a board member to make an uneven # of board members. Do I have a case of suspiciousness. I also know that even though it is not good practice to appoint an open seat, they have that choice not to appoint one.
Thank You

MelissaP1 (Alabama)
Posts: 13,836

Posted:

Have you read your own documents? The answer is in there. They should have the # of board members that is required. What qualifies one as a board member in there too. Before you go to the state laws, go to your own laws... One of the things a potential board member should be familiar with.

Former HOA President

MichaelT19 (Florida)
Posts: 7

Posted:

Yes, I read the our own docs, articles and by laws. The number of board members is not the question I have. Its the awkward practices they are allowing. two board members of same household, which legal due to it not stated in the by laws and a board member leaving and not filling the slot. It's the crazy practices. Now you have a even # of board members with two in same household.
Bottom line I'm not sure if your understanding my concern.

MichaelT19 (Florida)
Posts: 7

Posted:

Quote:

Posted By MichaelT19 on 10/20/2018 6:16 AM
Yes, I read our own docs, articles and by laws. The number of board members is not the question I have. Its the awkward practices they are allowing. two board members of same household, which legal due to it not stated in the by laws and a board member leaving and not filling the slot. It's the crazy practices. Now you have a even # of board members with two in same household.
Bottom line I'm not sure if your understanding my concern.

MichaelT19 (Florida)
Posts: 7

Posted:

Quote:

Posted By MichaelT19 on 10/20/2018 6:17 AM

Posted By MichaelT19 on 10/20/2018 6:16 AM
Yes, I read our own docs, articles and by laws. The number of board members is not the question I have. Its the awkward practices they are allowing. two board members of same household, which is legal, as not stated in by laws you can't have two members of same household on board. Also a board member leaving and not filling the slot, which is also legal but not good practice. It's the crazy practices they are allowing or practicing. Now we have a even # of board members with two in same household.
Bottom line I'm not sure if your understanding my concern.

MichaelT19 (Florida)
Posts: 7

Posted:

CathyA3 (Ohio)
Posts: 6,299

Posted:

Boards have broad discretion on whom they appoint to vacant positions: in other words they may appoint whomever they want, consistent with their bylaws. If the bylaws don't prohibit spouses from both serving on the board, then it's OK. Don't confuse this with the number of votes assigned to a unit for the purpose of electing directors; if the unit only has one vote, then one spouse but not both may cast a vote.

Re: leaving a board position vacant, generally that's not a good idea especially if you currently have an even number of directors. However, we have no idea why they're not filling the position. Usually I'd suspect that a small group is trying to control the association without interference. However, based on personal experience, I can say that one disruptive board member can make it very difficult for the board to get anything done, and can get the board or association sued because of their behavior. You could make a good argument that appointing that person is not in the best interest of the association. So it's definitely not black and white.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By CathyA3 on 10/20/2018 7:54 AM
Boards have broad discretion on whom they appoint to vacant positions: in other words they may appoint whomever they want, consistent with their bylaws. If the bylaws don't prohibit spouses from both serving on the board, then it's OK. Don't confuse this with the number of votes assigned to a unit for the purpose of electing directors; if the unit only has one vote, then one spouse but not both may cast a vote.

Re: leaving a board position vacant, generally that's not a good idea especially if you currently have an even number of directors. However, we have no idea why they're not filling the position. Usually I'd suspect that a small group is trying to control the association without interference. However, based on personal experience, I can say that one disruptive board member can make it very difficult for the board to get anything done, and can get the board or association sued because of their behavior. You could make a good argument that appointing that person is not in the best interest of the association. So it's definitely not black and white.

Well said.

Obviously, they do not want Michael on the BOD

MarkM19 (Texas)
Posts: 1,459

Posted:

I find it odd that this board would choose to elect 2 members from the same house. Do these people hangout together outside of the board? Do they play golf together or other activities? Just seems like a bad business decision unless they are All singing from the same song sheet.

I my case as President I was in a similar situation and as a group we decided to appoint the trouble maker to the open seat because they would have to run for the seat in less than 6 months. We could kind of test her out to see if she had all the facts that the board gets on matters if she would settle down. Well turns out she didn't and when the election time came All of the existing 4 board members told all of their supports to not vote for the appointed person. She was not elected and case closed.

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Hi Michael,

Let's walk it down ...

First Issue

An annual meeting of some form was held.
There were two open director positions out of five positions specified by your Bylaws (this sounds as if your HOA has multi-year, staggered board positions)?
Two members from the the same household were nominated in some fashion (on the ballot or from the floor) elected (this sounds as if only these two persons offered to serve as Directors?)
Your HOA's Bylaws do not prohibit (don't mention) family members of a single piece of property serving as Directors.

So far, this sounds OK.
+++++++
Second Issue

One Director moved.
One position was open.
Your Bylaws allow the Board to fill the position.
You offered to fill the position.
The Board decided not to fill the position.

If there is nothing in your Bylaws that requires the Board to fill the position, then this also sounds OK.
+++++++

My first thought, even though you didn't mention how many properties are in your HOA, is that there must be significant apathy - pretty common.

My second thought is the Board simply did not want you on the Board - this is politics, sure, but it doesn't mean the process is not being legally followed. Let's say there was someone they wanted on the Board who had not "nominated themselves" - they could also have asked this person to serve, gotten agreement, and appointed them to the Board - even though you said you wanted to be on the Board. Again, politics and process.

NigelB (Texas)
Posts: 254

Posted:

Quote:

Posted By MichaelT19 on 10/20/2018 5:22 AM
I am part of a community in the state of Florida. This past year there were two open board seats and there were (only two that applied) two members of the same household that applied for the seats. They were both put on the board. Since then, in July we had a board member move and open another seat. I nominated myself for that position and believe I am the only one that did so. They decided not to fill it until the next annual board meeting in January after they asked for my information. Leaving the seat empty for 6 months. So now they have 4 board members instead of five with two of those 4 in the same household. This seems suspicious. The By-Laws do not state anything about not being able to have two board members on board from the same household. It does say that a household gets only one vote for a quorum. Is there anything a member can do about fixing these suspicious activities? I have went over the state law and have yet to find something that dictates it as being unjust. I believe they are correct in allowing this to happen as state laws only disallow same member of household on board for certain condo situations. But, again they are not allowing another appointment of a board member to make an uneven # of board members. Do I have a case of suspiciousness. I also know that even though it is not good practice to appoint an open seat, they have that choice not to appoint one.
Thank You

Do they really have a choice not to appoint? I ask because our governing docs state that upon a vacancy the board "shall" appoint to fill the position for the remainder of the term.
"Shall" is the operative word. So in our case the board is required to fill the position by appointment.

MichaelT19 (Florida)
Posts: 7

Posted:

Nothing found that says they have to appoint in the docs or by laws.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

Posted By NigelB on 10/20/2018 12:39 PM

Posted By MichaelT19 on 10/20/2018 5:22 AM
I am part of a community in the state of Florida. This past year there were two open board seats and there were (only two that applied) two members of the same household that applied for the seats. They were both put on the board. Since then, in July we had a board member move and open another seat. I nominated myself for that position and believe I am the only one that did so. They decided not to fill it until the next annual board meeting in January after they asked for my information. Leaving the seat empty for 6 months. So now they have 4 board members instead of five with two of those 4 in the same household. This seems suspicious. The By-Laws do not state anything about not being able to have two board members on board from the same household. It does say that a household gets only one vote for a quorum. Is there anything a member can do about fixing these suspicious activities? I have went over the state law and have yet to find something that dictates it as being unjust. I believe they are correct in allowing this to happen as state laws only disallow same member of household on board for certain condo situations. But, again they are not allowing another appointment of a board member to make an uneven # of board members. Do I have a case of suspiciousness. I also know that even though it is not good practice to appoint an open seat, they have that choice not to appoint one.
Thank You

Do they really have a choice not to appoint? I ask because our governing docs state that upon a vacancy the board "shall" appoint to fill the position for the remainder of the term.
"Shall" is the operative word. So in our case the board is required to fill the position by appointment.

That is the case with my board as well. However, our bylaws don't spell out a timeline for that to happen. So if, for example, we did not want to appoint a person who had volunteered, for whatever reason, as long as we were actively looking for another owner to serve, you can't really say that's failing to appoint. Obviously this leaves room to game the system, and at some point you have to just get on with it. In our case we appointed the volunteer despite significant misgivings (which are currently being justified in all their flaming glory). But if qualified homeowners can't be bothered to serve, then they risk getting board members who run amok.

GenoS (Florida)
Posts: 4,276

Posted:

Quote:

Posted By MichaelT19 on 10/20/2018 5:22 AM
I am part of a community in the state of Florida. This past year there were two open board seats and there were (only two that applied) two members of the same household that applied for the seats. They were both put on the board. Since then, in July we had a board member move and open another seat. I nominated myself for that position and believe I am the only one that did so. They decided not to fill it until the next annual board meeting in January after they asked for my information. Leaving the seat empty for 6 months.

Nothing wrong with that unless your governing documents say that replacement directors MUST be named to fill a vacancy. Also nothing illegal about 2 members from the same household serving on the board simultaneously.

Quote:

Posted By MichaelT19 on 10/20/2018 5:22 AM
So now they have 4 board members instead of five with two of those 4 in the same household. This seems suspicious. The By-Laws do not state anything about not being able to have two board members on board from the same household.

FL state HOA law says nothing about multiple persons from the same household being directors. It's generally a good idea NOT to do it in order to avoid even the appearance of suspected bad behavior. It does tend to concentrate power in that one household, but with rampant apathy and no one else running for the board it has been known to happen just to get a full board. Again, if your governing documents don't prohibit it then it's OK according to the FL HOA law (FS 720).

Quote:

Posted By MichaelT19 on 10/20/2018 5:22 AM
Is there anything a member can do about fixing these suspicious activities? I have went over the state law and have yet to find something that dictates it as being unjust.

One doesn't "fix suspicious activities". Suspicions don't equate to provable wrongdoing. You can recall one (or more) of the directors or wait until the next Annual Meeting and vote for better board members. The Annual Meeting is a members meeting and not a board meeting. Good luck. There's nothing wrong, though, with keeping a sharp eye peeled for maybe some proof that something wrong is going on.

KerryL1 (California)
Posts: 14,550

Posted:

I wouldn't like the feel of what's going on in your board, but there's nothing illegal or even unethical that I can see.

We also left a seat empty on our board for 5 months because the on applicant is a total pain.

We left a seat vacant this year for 7 months, which I opposed, but I was outvoted.

Gather supporters and run for the board for the January election, Michael. You need, though, positive ideas!

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Hmmm .... thinking about it further.

If there were only two Directors on the Board of Directors in my neighborhood - and, the two Directors were my wife and I - there would likely ALWAYS be a split vote.

RoyalpitA
Posts: 195

Posted:

probably true

but

it begs the question:

? split how many ways ?

MichaelT19 (Florida)
Posts: 7

Posted:

There are 5 seats. 4 are filled, with two in same household. This is in original statement of concern. Yes, I address to them they do not want me on the board. It's because I'm a cottage homeowner (22 members) and they are all townhome homeowners (93). With there townhome problems they fail to address the other concerns that need to be addressed, by law changes, landscaping, lack of committees, etc.