Board Pres NOT qualifed owner accepts his reelection

Started by JosepS • 44 replies • 905 views

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JosepS (South Carolina)
Posts: 14

Posted:

We recently had our annual meeting which includes an election of Board members. Our Board President was up for re-election however, he decided to list and sell his interest in our association 3 days prior to the meeting (I had to find this on my own). The President did not disclose this at the meeting and Graciously accepted his win. To make matters worse, the Secretary was missing (who's term was up and did not run again) and the Vice President was absent leaving only 2 eligible board members running the meeting. I am furious as our President's fraudulent act tainted the entire meeting and election. Over the last 3 years the action by the Board has been "take the election - sell his/her interest - resign - then appoint new member" (which benefits the Management Company).

Is the President's action illegal? Are the other newly elected members valid? Can I demand a new meeting and election? Is there a State Agency I can call in South Carolina?

MarkM19 (Texas)
Posts: 1,459

Posted:

Josep,
I do not think the meeting happened. Quorum is the first order of business. If the Majority of the board was not present I do not think the meeting can go on.

You stated that the President decided to "List and Sell" his interest. I believe even if he had a buyer under contract the property is not sold till the closing. Did that happen already? If he has not completed the Sale then he can stay on the board and be a part of the election. It does give him some ability to influence the remaining board members on his replacement.

JosepS (South Carolina)
Posts: 14

Posted:

Mark,

Thanks for your reply.

Here is where I am confused we had Quorum w/membership by proxy but, there were only 2 "eligible" board members present.
The President (according to county land records) transferred title on 10/24/2018 and - meeting was on 10/27/2018. My opinion is he had no interest in our membership based on transfer date.

BillH10 (Texas)
Posts: 1,217

Posted:

Josep

In my experience, the Quorum at the Annual Meeting (Membership Meeting or whatever other name is used in your documents) is almost always determined by the number of owners present n person or by proxy based on, again, the language and percentage specifified in your documents. The number of Board members or Officers present is irrelevant except as their presence or proxy is used (as with that of any other owner) to determine quorum for the meeting. Of course they should be present but it is not uncommon for at least one to have a conflict, business trip, or whatever.

If the sale was (under contract/in escrow--choose your terminology depending on common use in your area), the person elected is still eligible to serve until the close of the sale of the property as he or she is still an owner of record as of the day of the meeting. The language in most documents states board members must be members (owners) in the association to hold office, although some documents allow the Treasurer to be appointed and that person does not always have to be an owner.

I do have a question: how does " "take the election - sell his/her interest - resign - then appoint new member" (which benefits the Management Company)." benefit the Management Company. I'm not following your logic . . .

RoyalP
Posts: 1,104

Posted:

..... Is the President's action illegal? Are the other newly elected members valid? Can I demand a new meeting and election? Is there a State Agency I can call in South Carolina? .....

all are legal questions

consult an attorney

JohnC46 (South Carolina)
Posts: 14,265

Posted:

The Annual Meeting does not require a Quorum of BOD Members as it is not a BOD Meeting so let that one go.

The fact that he sold before the meeting might make up not eligible. Some Covenants do allow non-owners to be on the BOD so check yours closely. That said, if non-owners are not allowed then you have grounds to call for a new election.

Good luck getting one.

KerryL1 (California)
Posts: 14,550

Posted:

With JohnC, Josep, do your governing documents require that directors be owners? If not, he can still serve.

PatJ1 (North Carolina)
Posts: 568

Posted:

Why do any of these actions benefit the MC?

How many Board members have to be owners according to your governing documents? Ours are 3 have to be owners. Other 2 can be anyone.

Remember the membership elects the Board and the Board elects who holds what position.

More information from the governing documents is necessary so the inquiry is clearer.

MarkM19 (Texas)
Posts: 1,459

Posted:

Josep,

I stand corrected. Bill and John are both correct this is an Annual meeting not a board meeting.

If I were you I would challenge this with the Property Management company and tell them it will be exposed if not corrected asap. It is clearly a threat but if they know they did something wrong and no one points it out they may assume they got away with it. They need to know that you are watching.

RoyalP
Posts: 1,104

Posted:

True, but, who is watching the watchers?

however

The property management company is responsible for NOTHING.

They are merely hired help, answering to the BOD.

The DIRECTORS are responsible.

MarkM19 (Texas)
Posts: 1,459

Posted:

Royal,
I feel it is the PM job to guide the board in the proper direction. They should know what is right, legal and or not advisable. As someone mentioned in another post recently many board members have very little experience doing what they have been elected to do.

You are correct that it is ultimately the boards responsibility.

ArtL1 (Florida)
Posts: 140

Posted:

You'd have to check your governing documents, but it's not unusual for HOA bylaws to explicitly allow non-owners to be directors/officers. That's usually how the board is composed pre-turnover when the developer is basically running the HOA. It would be unusual for any non-resident to want to be on the board or an officer, since it's generally a non-paid PITA job.

At your annual meeting of the members, quorum is determined by the number of members present (in person, by proxy, or perhaps via electronic vote). Unless your governing docs say so, I doubt any number of directors/officers actually need to be there, though someone has to run the meeting.

JosepS (South Carolina)
Posts: 14

Posted:

Thanks for all the responses..

So I agree the meeting is valid based on quorum of 54% by proxy & attending members.

The Board President "did not" own his unit the day of election/meeting. Closed and transferred 3 days prior, County records back this.

Our Master Deed reads as followed -
After GRANTOR gives up control of the Association, all directors shall be Owners of UNITS in "Our HOA Name" or shall be authorized representatives, officers, or employees of corporate members of the Association.

Pleas help me understand after "or shall be" - Does this mean he can still act as a director. Corporate members are described as Business Entity owned unit such as LLC with multiple owners.
In my opinion he does not fit this description.

JosepS (South Carolina)
Posts: 14

Posted:

Thanks PatJ.
The MC benefits because nepotism is a plague - all their employees run the grounds - Contractors are MC spouse and family members. They control it all thanks to a complacent BOD. They even control the election process.

We have 5 member BOD which should be all owners of units or units owned by a Business entity can have a representative of that company.
After GRANTOR gives up control of the Association, all directors shall be Owners of UNITS in "Our HOA Name" or shall be authorized representatives, officers, or employees of corporate members of the Association.

We are all trying but BOD is shielded by MC. Contacting them or getting response is next to impossible.

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Josep,

Keep this simple and it will work out better.

The election of the former owner to be a DIRECTOR was not legal/not possible since he was not an owner - that is easy to fix - simply notify everyone that was elected to be a DIRECTOR that he was not an owner - so it could not have happened. He cannot be seated as a DIRECTOR. Also, advise the MC of this.

Attend the first Board meeting and ensure he is not seated - DO NOT ALLOW THE MEETING TO OCCUR WITH HIM AS A DIRECTOR - stop it now.

The rest of your post is interesting, but not really relevant - especially the vague notion of nepotism.

RoyalP
Posts: 1,104

Posted:

..... Attend the first Board meeting and ensure he is not seated - DO NOT ALLOW THE MEETING TO OCCUR WITH HIM AS A DIRECTOR - stop it now. .....

CORRECT

but

You may need an attorney present prepared to seek an emergency injunction.

RoyalP
Posts: 1,104

Posted:

George,

however, the OP is from South Carolina, NOT Florida

SC does NOT have 'open meeting' legislation

therefor

my original advice of ATTORNEY REQUIRED still stands

The OP has NO WAY of stopping a meeting without 'court action'.

JenniferG11 (Texas)
Posts: 667

Posted:

Why is it an emergency? IF the OP is even willing to get an attorney over this, it doesn't have to be before the organizational meeting where they assign officer positions. He's already 'been seated' as a Director. They probably already assigned him as President. Ours does that right after the election.

ArtL1 (Florida)
Posts: 140

Posted:

Quote:

Posted By JosepS on 11/25/2018 12:27 PM
Thanks for all the responses..

So I agree the meeting is valid based on quorum of 54% by proxy & attending members.

The Board President "did not" own his unit the day of election/meeting. Closed and transferred 3 days prior, County records back this.

Our Master Deed reads as followed -
After GRANTOR gives up control of the Association, all directors shall be Owners of UNITS in "Our HOA Name" or shall be authorized representatives, officers, or employees of corporate members of the Association.

Pleas help me understand after "or shall be" - Does this mean he can still act as a director. Corporate members are described as Business Entity owned unit such as LLC with multiple owners.
In my opinion he does not fit this description.

The "or shall be" section allows for someone acting on behalf of an owner (authorized representative), or the officers or employees of a company that owns units in the association (i.e. suppose a company were to buy one or more homes in the HOA to hold as rentals...that company has a right to have one or more of their people run for the board).

Given that language, I agree, it was inappropriate for this director to remain on the ballot. I suspect the proper remedy would be to seat those elected, minus this individual, plus the "first place loser" candidate. i.e. The one who received the next most votes but not enough be elected at the meeting.

The downside to challenging something like this is, the board has HOA resources, and you don't. If you hire an attorney to fight the board, you'll be paying your attorney, and the HOA will be paying the HOA's attorney to defend the board's position...so effectively, you're paying both sides whether you win or lose...it's just a question of what % of the attorney's fees you'll personally end up stuck with.

JosepS (South Carolina)
Posts: 14

Posted:

George, RoyalIP,
Understanding he is not a legal elected Director here lies the problem:
1. The MC is completely running the show - plain and simple.
2. In order to get communication with our BOD we have to go thru the MC - who's stamped reply is "we will let them know".
3. When you ask the MC when is the next meeting (which is held in their office) - you get "we'll find out and let you know" Never happens.
4. The MC controls the owners list which is over 600. You get a paper one they will not give it to you any other way. If your marked like me - good luck. I have just completed a list from county land record website.
5. The MC controls the meetings and the minutes - you cannot get copies of them.
6. The MC has the financials. The only time we get a budget or statement is at the annual meeting. You can forget monthly or quarterly ones.
7. Any issues have to go thru the MC and they act.
8. The MC control ballots - which they send out twice now every year since I questioned them. They do this and switch the proxy appointment lines that you check - in my opinion, to confuse people so they check the box that gives them the control to vote (if you checked the first box on the first proxy, chances are you'll do it again by habit on the second). The proxies are never available to inspect, only what they entered in their trusty computer.

It's as if the Mafia has taken over.. Crazy.

Senator Rankin had put together a HOA Committee. I wrote our story, spoke to his legal secretary and part of it was mentioned at the meeting. I watched every minute of it and at the end of the day, it went no where. I have no confidence in legal representation as it would cost me a fortune and yield the same result as the HOA Committee with the Senator.

Our biggest problem is that half our community is absentee owners. Almost 25% has sold off in the last 2 years - many of those from frustration.

Thanks for the input...

JosepS (South Carolina)
Posts: 14

Posted:

Quote:

Posted By ArtL1 on 11/25/2018 4:18 PM

Given that language, I agree, it was inappropriate for this director to remain on the ballot. I suspect the proper remedy would be to seat those elected, minus this individual, plus the "first place loser" candidate. i.e. The one who received the next most votes but not enough be elected at the meeting.

ArtL
The problem here is the last 2 directors resigned right after the election and new ones were appointed (MC friendly people) - Nobody knew until the next meeting. I argued that the person that had next highest number of votes should have been given the seat (would not have been MC wing man). They ignored those of us who said something.

There is ZERO communication - intentional is our belief.

ArtL1 (Florida)
Posts: 140

Posted:

Quote:

Posted By JosepS on 11/25/2018 4:43 PM

Having been in a somewhat similar situation, I can say, your options are spend a bunch of $ on legal fees and maybe get the result you think the law dictates, or wait another year for the next election. If you go the former route, best case is you win and the HOA has to cover your fees...but you're the HOA...so it sounds like you'd still personally be on the hook for about 1/600 of the legal fees. If you don't have that $ to burn or want to chance pissing off almost the entire HOA, draft your own proxy form as soon as you have the details (time, date, place) of the annual meeting. Go door to door getting neighbors to sign your proxy to vote in a new board. Assuming that new board includes you, now the MC works for you. Whip them into shape or replace them.

RoyalP
Posts: 1,104

Posted:

..... 2. In order to get communication with our BOD we have to go thru the MC - who's stamped reply is "we will let them know". .....

No, do NOT 'go through the MC', contact the REQUIRED Registered Agent for the corporation via certified mail.

Enter your HOA's name in the search box to locate Registered Agent:

SC Secretary of State

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Josep,

Understanding how it might affect prices in the neighborhood, if I knew I would be in the neighborhood long enough for the negative advertising to fade, I would notify the County Attorney (if the county has some title like that), I would notify the local newspaper, and I would find an attorney and start the process - at the same time I had notified the MC and the Board via certified mail ... I would plaster the world and see what crawled out from under what rock ... then decide what to do next.

Does SC have a regulatory body for corporate entities - or, especially for not for profit corporate entities? Same style notification to them ...

BTW - you probably have others like you in the neighborhood who could contribute to the attorney? Does SC allow legals fees to be recouped by the winner?

Hmmm ... does the Board have D&O insurance? I would consider contacting the company with the coverage to see what their thoughts might be ...

MAKE SURE YOU DON'T SAY ANYTHING THAT WILL GET YOU SUED ...

The point of all this is not just to "win," but to let them know you are serious ...

However, if you are NOT serious about ripping into this mess, don't do any of the above, bide your time and try and make sure this doesn't happen again.

JosepS (South Carolina)
Posts: 14

Posted:

Quote:

Posted By RoyalP on 11/25/2018 7:21 PM

..... 2. In order to get communication with our BOD we have to go thru the MC - who's stamped reply is "we will let them know". .....

Thanks for the link...

And the icing is that the Owner of the MC is the registered agent.

As I stated it's like the MC is the mafia.

JosepS (South Carolina)
Posts: 14

Posted:

Quote:

Posted By GeorgeS21 on 11/25/2018 7:34 PM
Josep,

Understanding how it might affect prices in the neighborhood, if I knew I would be in the neighborhood long enough for the negative advertising to fade, I would notify the County Attorney (if the county has some title like that), I would notify the local newspaper, and I would find an attorney and start the process - at the same time I had notified the MC and the Board via certified mail ... I would plaster the world and see what crawled out from under what rock ... then decide what to do next.

Does SC have a regulatory body for corporate entities - or, especially for not for profit corporate entities? Same style notification to them ...

BTW - you probably have others like you in the neighborhood who could contribute to the attorney? Does SC allow legals fees to be recouped by the winner?

Hmmm ... does the Board have D&O insurance? I would consider contacting the company with the coverage to see what their thoughts might be ...

MAKE SURE YOU DON'T SAY ANYTHING THAT WILL GET YOU SUED ...

The point of all this is not just to "win," but to let them know you are serious ...

However, if you are NOT serious about ripping into this mess, don't do any of the above, bide your time and try and make sure this doesn't happen again.

GeorgeS,
I have all of this on the table of which I want to avoid for the reasons you stated. The interest is for the communities value not my fight even for good reason.
I did put up a website for another candidate (using Wordpress) when first looked at it only had a one page resume so they would just shrug it off. I opened up the entire website, 10 pages worth, of FACT based information that had been supplied to us over the years to avoid law suits. Needless to say that the fight was on and damage control for them was in full swing with letters etc.. I believe this is why these senior members are jumping ship to avoid Liability suits. They know I am serious by all means.
South Carolina is really not HOA friendly for the owners. We do have D&O insurance.
I believe we had them from the website and it's activity but, as I stated before, they sent out 3 rounds of proxies to confuse everyone.

MelissaP1 (Alabama)
Posts: 13,836

Posted:

I find those who spend so much energy "Avoiding potential lawsuits" spend more time/money doing so. It's a fallacy one gets caught up in. Suing your HOA is suing yourself and your neighbors. I say that over and over again. It's to point out that lawsuits in a HOA's are endless loops of which lawyers win.

My thinking is this... What is the worst case scenario if my HOA gets sued? The court can ONLY make one whole. If they sue the HOA because lawncare ran over their "Rose garden", then the cost of replacing the roses will be the award. (Most likely it's the lawncare who would be sued and HOA's part tossed out).

Pointing this out because the perception of what one can be sued for and the REALITY is different. If someone threatened our HOA over the rose garden lawsuit my response wouldn't be to prevent it. I'd tell them to bring on the paperwork. It would be a call to the insurance company or to the lawncare's insurance to cover the damage. I'd also consult our documents to see if the HOA was even responsible for your Rose Garden.

As you can see, preventing a lawsuit has too many assumptions versus realities. The reality is this is an insurance claim. It's also not the HOA's responsibility. However, spending time/money going to a lawyer or making a deal with the owner to PREVENT a lawsuit, just cost the HOA money. Money that could have been used on another project.

Former HOA President

RoyalP
Posts: 1,104

Posted:

Quote:

Posted By JosepS on 11/25/2018 7:42 PM

Posted By RoyalP on 11/25/2018 7:21 PM

..... 2. In order to get communication with our BOD we have to go thru the MC - who's stamped reply is "we will let them know". .....

Thanks for the link...

And the icing is that the Owner of the MC is the registered agent.

As I stated it's like the MC is the mafia.

One has NOT, repeat NOT, notified a corporation (in SC and many other states) of anything UNTIL and/or UNLESS the Registered Agent has been notified.

RichardP13 (California)
Posts: 3,868

Posted:

Quote:

Posted By JosepS on 11/25/2018 7:49 AM
We recently had our annual meeting which includes an election of Board members. Our Board President was up for re-election however, he decided to list and sell his interest in our association 3 days prior to the meeting (I had to find this on my own). The President did not disclose this at the meeting and Graciously accepted his win. To make matters worse, the Secretary was missing (who's term was up and did not run again) and the Vice President was absent leaving only 2 eligible board members running the meeting. I am furious as our President's fraudulent act tainted the entire meeting and election. Over the last 3 years the action by the Board has been "take the election - sell his/her interest - resign - then appoint new member" (which benefits the Management Company).

Is the President's action illegal? Are the other newly elected members valid? Can I demand a new meeting and election? Is there a State Agency I can call in South Carolina?

He was still an owner. He is an owner until he has actually sold and moved out. What does does deciding to list and sell have to the price of tea in China, NOTHING. He could change his mind and not sell, or it could take two years to sell.

JosepS (South Carolina)
Posts: 14

Posted:

Quote:

Posted By RichardP13 on 11/26/2018 11:37 AM

He was still an owner. He is an owner until he has actually sold and moved out. What does does deciding to list and sell have to the price of tea in China, NOTHING. He could change his mind and not sell, or it could take two years to sell.

If you read some of the other posts, the FACT is, he was NOT an owner as he closed (no longer his) on his property 3 days prior to the meeting. He should have disclosed at the meeting and a nomination on the floor should have been suggested at the very least. He knew what he was doing - smells like fraud to me.

RichardP13 (California)
Posts: 3,868

Posted:

As a matter of fact, I did read the post. "he decided to list and sell his interest in our association 3 days prior to the meeting (I had to find this on my own). THAT is NOT closing. Please do not misrepresent the facts!

KerryL1 (California)
Posts: 14,550

Posted:

I completely agree, Richard, that Josep's first post muddied the waters bc he didn't come right out and say the prez HAD closed/sold his HOA property before the election. But Josep did clean it up in his second post.

I've only skimmed this lengthy exchange, Josep, and like Art's advice, which says in part: "...draft your own proxy form as soon as you have the details (time, date, place) of the annual meeting. Go door to door getting neighbors to sign your proxy to vote in a new board. Assuming that new board includes you, now the MC works for you. Whip them into shape or replace them."

RoyalP
Posts: 1,104

Posted:

? ... you mean actually WORK ... ?

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Josep's second posting ...

"Here is where I am confused we had Quorum w/membership by proxy but, there were only 2 "eligible" board members present.
The President (according to county land records) transferred title on 10/24/2018 and - meeting was on 10/27/2018. My opinion is he had no interest in our membership based on transfer date. "

SueW6 (Michigan)
Posts: 814

Posted:

This is a board matter.

At the next meeting a motion to accept the resignation of Mr X can be presented, since he is ineligible to serve.

JosepS (South Carolina)
Posts: 14

Posted:

Kerryl, GeorgeS - thanks...

RoyalP - "? ... you mean actually WORK ... ?" - That one stung a little. But I'll live

My last attempt was an entire year of working day and night - it was a nice bite at them. I have started the same as soon as I saw the writing on the wall. I will be busy doing all of the afore mentioned by everyone.

What I really need, is to stop this meeting and the appointment of another crony that was based on what I consider a fraudulent act.
I was hoping for some kind of direction to put a temporary wedge in the door so I can get my footing. I don't have much time if any.

JosepS (South Carolina)
Posts: 14

Posted:

Quote:

Posted By SueW6 on 11/26/2018 5:15 PM
This is a board matter.

At the next meeting a motion to accept the resignation of Mr X can be presented, since he is ineligible to serve.

SueW,
Are you saying that no matter what I do it is up to the BOD. Resignation, Appointment or new election?

This is as low as it gets and undermines the entire membership.

KerryL1 (California)
Posts: 14,550

Posted:

I think Sue is saying that, Josep, but since you;re not on the board, how can you force it. If you have an open forum in your state, at the next board meeting, bring other owners with you and demand that the board ask for his resignation as he is NOT an owner. Oh, wait, I don't think SC requires open board meetings.

You'd need legal advice for this: at the open meeting tell the rest of the board that they could get in trouble for knowingly having a director who's not an owner among them. Tell them they're liable for any action he might tai that's wrong. Or some such. If no open meeting, send the board a letter with a v bunch of signatures telling them to ask fdor his resignation.

what does your contract with your MC say about the MC following the law and abiding by your governing documents?

JosepS (South Carolina)
Posts: 14

Posted:

KerryL,

SC does not require open meetings. That being said it is rare that they invite you in or let you know when it is. You can't get a copy of the minutes.
I have no doubt that he has probably already resigned and did not require coaxing. I strongly believe this was the intent so they can appoint their own.
The MC is not our friend and does everything in their power to shield the BOD.

RoyalP
Posts: 1,104

Posted:

Quote:

Posted By JosepS on 11/25/2018 8:33 AM
Mark,

Thanks for your reply.

Here is where I am confused we had Quorum w/membership by proxy but, there were only 2 "eligible" board members present.
The President (according to county land records) transferred title on 10/24/2018 and - meeting was on 10/27/2018. My opinion is he had no interest in our membership based on transfer date.

MarkM19 (Texas)
Posts: 1,459

Posted:

Royal,
I am not sure if I am replying to you or Joesp. As with most posts it takes a while for all of the details and opinions to surface. I was incorrect thinking this was a board meeting. It was a Annual meeting and does not require Quorum.

The Ex President should not have been on the ballot. Most ballots are printed a month before the Election takes place so I can see how this may have happened. It was a little unethical for this not to have been disclosed prior to the results. I believe a recall is in order.

BillH10 (Texas)
Posts: 1,217

Posted:

Mark, I'm not certain a recall is necessary.

If the person elected was not eligible to be elected, the election is null and void. A recall is appropriate for a legitimate office holder, this person does not seem to be.

I am not an attorney, nor did I sleep in a Holiday Inn Express last evening. With guidance from an attorney, it seems to me the proper course of action is for the Secretary of the Association to announce to the Board the previous election of the person to the Presidency is null and void as the person was not eligible to run.

Following that statement, the Secretary should literally and figuratively 'sit down', let the chips, and remaining legally elected members of the Board fall where they may.

JosepS (South Carolina)
Posts: 14

Posted:

Quote:

Posted By MarkM19 on 11/26/2018 7:08 PM
The Ex President should not have been on the ballot. Most ballots are printed a month before the Election takes place so I can see how this may have happened. It was a little unethical for this not to have been disclosed prior to the results. I believe a recall is in order.

MarkM..
You mentioned recall. Would this be for the Ex Pres alone or for all newly elected as well? Keep in mind that we were not given the opportunity to have a floor vote to proceed and accept the others that were elected or call for a new election.

JosepS (South Carolina)
Posts: 14

Posted:

Quote:

Posted By BillH10 on 11/26/2018 7:38 PM

Following that statement, the Secretary should literally and figuratively 'sit down', let the chips, and remaining legally elected members of the Board fall where they may.

BillH,

A little background of the meeting. Secretary - President and Treasurer were up for election. The presiding Secretary did not run again nor show to the meeting. The VP was not present. And The President was not eligible.
So who decides now as to who is Secretary which will ultimately make the decision.

SueW6 (Michigan)
Posts: 814

Posted:

Joseph - just to be clear:

Confirm your bylaws ----

Your OFFICERS of the Board are elected at the Annual Meeting? That is very unusual (although I have heard of it)

If not, then generally, those who were elected at the annual meeting are DIRECTORS until they have their first board meeting and then they elect their own officers.

So if an ineligible board member got elected, then that board should remove him from the directorship and take the next vote getter to fill the vacancy OR appoint someone to fill the vacancy. Then the board can elect its own officers. No one should assume that they are an officer until elected by the board.

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