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SherrillW1 (Florida)
Posts: 1
Posted:
An amendment was made to out Articles of Incorporation to allow all members to elect the BOD. The Articles originally stated that officers and directors would be elected as one board and the board members would choose their officers.
Does any one have a guide line if the whole board is elected in one slate what positions should be included this method of electing? I am on a by-law review committee and our chairperson is suggesting that the Treasurer and Secretary should still be elected by the members.I think we should revert to the original Articles for simplicity and elect the board and they choose who will fill each position. Otherwise, I think it will confuse the members and possibly ruin the intent of the amendment.Thanks for any ideas and input.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Sher

You say an amendment was made to allow all owners to elect a BOD. Did that amendment change how the BOD Officers were elected?

Most typical (I would say 95%) is owners elect the BOD (Directors) and the BOD Directors elect their Officers such as Pres., VP, Sec., Tres.

All Officers are Directors but not all Directors are Officers.
KerryL1 (California)
Posts: 14,550
Posted:
Agree with Jon C, except that some bylaws permit officers to be non-directors as ours do. We had a director resign who'd been th treasurer and no other director would accept the position. So we directors appointed a savvy owner to that office. A few months later, we appointed her as a director too.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By KerryL1 on 03/09/2019 1:53 PM
Agree with Jon C, except that some bylaws permit officers to be non-directors as ours do. We had a director resign who'd been th treasurer and no other director would accept the position. So we directors appointed a savvy owner to that office. A few months later, we appointed her as a director too.

Some docs allow a non-director/non-owner to be an Officer. In our docs, an Officer must be a Director so we could not have done what Kerry's BOD did.

To do such (as Kerry's BOD did), our BOD would appoint the person to the BOD and then hold a BOD election to appoint the person Treasurer. Granted the process would have be pre-determined in a "smoke filled back room, though none of us smoke). There are many ways to "skin a cat".

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