Chairman placement

Started by OwenB • 24 replies • 844 views

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OwenB (Florida)
Posts: 9

Posted:

New board of 7 , president , vice president , treasurer , secretary , and 3 directors in Florida . Bylaws suggests one of the directors to be chairman. None of the 3 directors wants the chairman's position. Bylaws says no office can hold 2 positions . Can the president be chairman if no one wants it ? If no one objects or do bylaws need to be amended ?

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Do Bylaws say anything about a chairman position?

Need more information.

Applicable quotes from bylaws would be helpful.

KerryL1 (California)
Posts: 14,550

Posted:

Maybe, too, if you're a corporation, the FL corp. code might help you.

Meantime: what exactly do your bylaws say about the president? what exactly do the bylaws say about "chairman?" What do the bylaws say are the duties of each (if, in fact, they are clearly separate entities)?

Are you on the board, Owen? Didn't the board members elect the Pres. VP, etc.?

DouglasK1 (Florida)
Posts: 2,046

Posted:

Having a chairman separate from the president would be pretty uncommon. In most associations chairing meetings is one of the president's duties. Do the bylaws actually define chairman as a separate office or do they just have some references to "chairman" somewhere other than were offices are defined? If the latter, I would assume they just refer to the president in his/her role as chair.

Escaped former treasurer and director of a self managed association.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By DouglasK1 on 12/09/2018 8:20 PM
Having a chairman separate from the president would be pretty uncommon. In most associations chairing meetings is one of the president's duties. Do the bylaws actually define chairman as a separate office or do they just have some references to "chairman" somewhere other than were offices are defined? If the latter, I would assume they just refer to the president in his/her role as chair.

I agree.

SueW6 (Michigan)
Posts: 814

Posted:

The "chair" would simply be the person who would lead the Board meeting.

I have seen where presidents don't want to nor have the talent to lead a meeting, so that is given to a person who knows Roberts Rule, the CCRs and the Bylaws, parliamentary procedure and can formulate an agenda.

SueW6 (Michigan)
Posts: 814

Posted:

(Unless it specifically says in your bylaws that the role of the President is to lead the meetings - Board meetings, and the Members Annual Meeting.)

Wish we had an edit button!

RoyalP
Posts: 1,104

Posted:

..... Bylaws suggests .....

Suggestions are NOT requirements.

Your president need simple preside over the meeting.

KerryL1 (California)
Posts: 14,550

Posted:

I think Sue's right. Our bylaws, for instance, say the president must preside at ("chair") meetings. Our bylaws don't state the president formulates the agenda.

We have an onsite property mgr. (PM) who does all of the routine tasks in running the HOA, so if a director isn't good at chairing meetings and is ignorant of our docs and CA civil code, the person should not be president.

Good catch, RoyalP that the by bylaws only "suggest" ... but that word might not be in the actual bylaws.

RoyalP
Posts: 1,104

Posted:

... we only 'know' what the OP 'states' ...

... what the OP 'states' is often NOT factually correct ...

GENERALLY it is part of the President's duty to 'chair' meetings.

@ 100% ~ out

RichardP13 (California)
Posts: 3,868

Posted:

The Chairman of the Board is generally considered the head of the Board of Directors and would have more powers than the President.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By RoyalP on 12/10/2018 9:39 AM

... what the OP 'states' is often NOT factually correct ...

Although there is often more to a story then what is initially posted, what an OP posts is more likely then not to be "factually correct" as they understand the situation.

RoyalP
Posts: 1,104

Posted:

yeah yeah yeah

OwenB (Florida)
Posts: 9

Posted:

Thanks to every ones comment . Our bylaws states .

Our bylaws says :

SECTION 3.
Chairperson of the Board.
The Board of Directors shall elect one person from among
them to serve as the Chairperson of the Board for a term of one (1) year. The Chairperson shall be
elected at the first meeting of the Board of Directors immediately following the annual meeting of the
Members. The Chairperson of the Board shall preside at all meeting of the Board of Directors; shall see
that orders and resolutions of the Board are carried out and shall appoint other committees as
deemed appropriated in carrying out and its purpose. For reasons of continuity, the Chairperson will
be one of the Directors at Large. If time for remaining in office permits, the Chairperson may be re-
elected to serve another term as Chairperson.

I have been director/chairman for the past 2 years , this election year I was elected president for 2019 . None of the
directors elected or still in a 3 year term wants the chairman job or capable of it. Some thinks president /chairman is to much power .
Florida statutes says either way just depends on our documents .
I don't have a problem with being both , but since our documents states as it does above , should it be amended ?

First sentence says " from among them " this could mean all in including the president .......then the 2 last sentences says what it says .

Thank you in advance !

OwenB (Florida)
Posts: 9

Posted:

OwenB (Florida)
Posts: 9

Posted:

Ut oh ... sorry about the double up . Don't know how to delete it .

OwenB (Florida)
Posts: 9

Posted:

Also our bylaws states .

SECTION 2.
Term of Office and Election.
The officers and the members of the Board of Directors shall
be elected by the membership at a special meeting to be held in December and shall take offce at the
annual meeting in January. The offices of the President, Vice President, Secretary and Treasurer shall
be filled by four (4) separate individuals who shall automatically become members of the Board of
Directors. The individuals elected as officers shall serve for a term of one year as officer and as a
member of the Board of Directors. Three (3) additional persons shall be elected to the Board of
Directors as Members at Large for staggered terms of one, two and three years, respectively. A new
director shall be elected each year for a three (3) year term. The same person may not simultaneously
serve as an officer and as one of the three Directors at Large. The past President is to be an Ex-officio
Member of the Board of Directors, with NO voting rights in an advisory position only.

SueW6 (Michigan)
Posts: 814

Posted:

Owen
Looks like you can't be Chairperson AND President.

How big is your HOA?

If you are a small group, I'd amend the bylaws and get rid of this role and roll it into the description of the President's Duties.

RichardP13 (California)
Posts: 3,868

Posted:

Quote:

Posted By OwenB on 12/11/2018 7:12 AM
Also our bylaws states .

SECTION 2.
Term of Office and Election.
The officers and the members of the Board of Directors shall
be elected by the membership at a special meeting to be held in December and shall take offce at the
annual meeting in January. The offices of the President, Vice President, Secretary and Treasurer shall
be filled by four (4) separate individuals who shall automatically become members of the Board of
Directors. The individuals elected as officers shall serve for a term of one year as officer and as a
member of the Board of Directors. Three (3) additional persons shall be elected to the Board of
Directors as Members at Large for staggered terms of one, two and three years, respectively. A new
director shall be elected each year for a three (3) year term. The same person may not simultaneously
serve as an officer and as one of the three Directors at Large. The past President is to be an Ex-officio
Member of the Board of Directors, with NO voting rights in an advisory position only.

Your Bylaws are MESSED up BIG TIME.

OwenB (Florida)
Posts: 9

Posted:

Small community , 90 members

KerryL1 (California)
Posts: 14,550

Posted:

Yes, very strange. bylaws. Say, Owen, do your bylaws say anything about the duties of the president?

OwenB (Florida)
Posts: 9

Posted:

PRESIDENT
The President shall preside at meetings of the membership; shall be responsible for all social
functions for the Association; shall sign leases, liens, mortgages, deeds and other written instruments
and shall co-sign all paper checks with the Treasurer.

RoyalP
Posts: 1,104

Posted:

Quote:

Posted By RoyalP on 12/10/2018 5:10 PM

yeah yeah yeah

..... The Board of Directors shall elect one person from among
them to serve as the Chairperson of the Board .....

Shall we do 2 out of 3 ?

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Based on what you presented - the Bylaws are poorly written.

I believe there really is no legal "Chairperson" ...

GenoS (Florida)
Posts: 4,276

Posted:

Quote:

Posted By RichardP13 on 12/10/2018 11:31 AM
The Chairman of the Board is generally considered the head of the Board of Directors and would have more powers than the President.

In this respect a Chairman of the Board position isn't that of an officer. Our bylaws say the president shall act as the Chief Executive Officer. The new president last year awarded herself the title of "Chairman of the Board" to make her sound more important and increase the likelihood that junior and rookie members of the Board would cede more control to her. Fortunately, many observed that the bylaws say

"The Directors shall act only as a Board, and the individual Directors shall have no power as such."

and that precludes any board member from exercising any power above and beyond that of every other director. The president didn't like it that people weren't kneeling to kiss her ring and she resigned from the board after 4 months.

I'd like to see what the OP's bylaws actually say. You never know, some Bylaws are really strange.

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