Prospective Board Member Approval

I am trying to find out if other HOA communities are having difficulty getting Board director vacancies filled. For the over 40 years that our Florida HOA has been in existence, anyone who was interested in being on the Board would just submit a letter stating their intentions and letting the Board know how long they have been in the community, etc. The prospective Board member's letter was brought up at the next Board meeting, properly voted on by the Board, and the Board vacancy was filled. Now the current officers of the BOD are saying that when prospective members submit their letters at a meeting that the letters now have to be mailed off and approved by someone/an agency, and then returned to the HOA. At that point, the individual will be either accepted or denied by the BOD. Further, the BOD states that if you resign from the Board, that you have to wait a year before you can get back on the Board. Nowhere in our Bylaws or C&Rs does it say anything about either of these two situations. It seems like the officers are making this all up. The Board is currently short three directors (there is a total of 9 with the officers). Is anyone aware of these rules and, if so, where they are derived from? Thank you for your help.

It is not in the Bylaws, but is there some place else that the Board can be getting this outrageous rule, such as Robert's Rules?

Our HOA/POA (Property Owners Association) is not governed by a management company; just the Board of Directors. Unfortunately it looks like we have a couple of rogue officers that need to be challenged. Thank you for the input.

Are you on the board, Betty?? Why are officers having more say than directors? Are no officers also directors in your HOA?

what JohnC means is that how--the method by which-- people can become directors in your HOA is in your bylaws..

No, Robert's Rules says no such thing.

I feel that no FL law any such thing other, but some of our FL posters will be able to help

They COULD be, Richard, but if not in their bylaws or some state statute, they are NOT permitted to ('unheard of," or not).

I'm waiting to hear from some of our knowledgeable FL posters.

Betty,

I’m thinking you need to either post the bylaws or provide quotes.

Directors are usually elected by membership - the board can also usually fill an newly empty spot by someone that left, interim to the next annual meeting.

I frankly can’t fully understand what you are saying occuring.

George S21 the board can also usually fill an newly empty spot by someone that left, interim to the next annual meeting.

This is what the other directors of the Board are trying to do -- to get people on the Board to fill vacancies. The annual meeting isn't until February 2020.

Thank you to those who have responded. I just needed to know if there were some odd rules out there. Bottom line is that current officers are misinterpreting the Bylaws that have been intact for over 40 years and are also making up some of their own rules as they go along. I believe that the Board vacancies should be able to be filled at the next meeting.

“Vacancies in the Board of Directors shall be filled by a vote of the majority of remaining directors. The newly appointed Board member shall serve the remainder of the years of the Board member he is replacing, for the purpose of continuity." This was one of the amendments to the Bylaws.

So, this amendment to the Bylaws you mention has been approved in accordance with the previous Bylaws or, sometimes CCRs)?

Can you help us understand the document flow?

Shall is directive ... if the Bylaws as amended are legal, then this means to me the positions must be filled.

So, Betty, you're saying that two directors called a meeting, but not enough directors showed up to have a quorum, right?

The two directors called the meeting, notifying the president and vice president, another director, and the prospective board members. Other business needed to be discussed as well. The two directors did not hear from the president at all after several attempts (emails, phone calls, etc.). Besides the two directors (plus the third director) that called the meeting, the prospective board members confirmed that they would be at the meeting as well. The vice president (who is also the secretary) responded, but he did not want to hold the meeting in the absence of the president. Since the two directors could not get an officer to preside over the meeting, they decided to cancel the meeting.