Directors vs Officers and is the VP actually the P if the P leaves or not P and can only exercise P's duties?

POA Board Directors vs Officers
Based on my POAs By-laws, my understanding is that the membership elects Directors to the Board and then the Directors elects themselves as Officers -President, Vice-President Treasurer, Secretary etc. The Directors are elected to three year terms and the Officers are then elected by the Board for 1 year terms each year. I will quote the By-laws in that regard below.

My question is what happens if the President, of a Board, leaves office and that person’s Director position, but not Officer position, is elected at the next annual meeting. That would mean the Board has no President until one is elected by the new Board, right? The Vice-President, if still on the Board and has been VP for less than a year, could serve the duties of the President, but would not officially be the President, until one is elected, right? Or would that Vice-President actually be the President during that period before the Board elects its new officers?
The reason I am asking this is that in this situation, the Vice-President has announced himself President, without a Board meeting to hold such an election, and is signing documents with third-party companies as President – not just carry out duties but actually informing those companies he is the President.

My POA’s relevant By-laws in this matter:

4.03 Election of Directors. Election to the Board of Directors shall take place at the annual meeting or at a special meeting called for that purpose. Election shall be by a single ballot, or proxy, in which Tract Owners may have one vote per Tract for each position to be filled. The vote of each Tract shall be exercised as the Owners decide among themselves, but in no event shall more than one vote for each position be cast with respect to any one Tract.

7.01 Enumeration of Officers. The Officers of this Association shall be a President, a Vice-President, a Secretary, and a Treasurer, who shall at all times be members of the Board of Directors, and such other officers as the Board, from time to time, by resolution create.

7.02 Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members. The Officers must be Members of the Association.

7.03 Term. The Officers of the Association shall be elected annually by the Board, and each shall hold office for one (1) year unless he shall sooner resign, be removed, or otherwise be disqualified to serve.
and

7.08 Authority. Officers shall have such authority and perform such duties in the management of the Association as are provided in these Bylaws. The duties of the officers are as follow:
(a) President. The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; and shall co-sign all checks and promissory notes exceeding $1,000.00
(b) Vice-President. The Vice-President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise such other duties as may be required by the Board.

I agree but it depends on what he did. One act was that he went to a bank to get check cashing authority as President. This concerns me based on my POA not spending much money, so there should be no need to spend anything now and the Treasurer is still in place for any normal purchases the POA typically does, m and the fact the Board has its first meeting next week, where a President would be elected. I can not understand why someone would go to a bank on a Friday, usually the busiest time for banks, in that scenario unless that person wanted to spend money right then. If he did spend money, depending on what was purchased, I think many members will be concerned.

All in all, I suspect nothing was spent, but I am just trying to do the homework to be ready in case something egregious did happen.

Thanks.

Elsewhere on this forum, the OP posted that he lives with and cares for his mother (a member of the HOA). In my eyes this makes him an "interested party."

Else other than nudge the board to hold the meeting sooner rather than later, and to recommend they keep an eye on the funds in the checking account, I do not see anything he can do.

Typically the VP does not become President when the President resigns/leaves. Also an Officer can resign from being an Officer but still remains on the BOD as a Director unless they also resign from the BOD.

Typically when an Officer resigns, the BOD will call for a new BOD Officers election and also work to fill the vacancy on the BOD. As long as the BOD has a Quorum, they do not have to fill the BOD vacancy. Also your Bylaws should tell you how long the appointed person(s) term is. Typically until the next Annual Election or for the remainder of the term of the person they replaced. If only until the next Annual Election, many BOD's will not fill the position especially if only a few months to the election.

Keep in mind your Bylaws might be different so there is no one size fits all.

Roger

As a non-owner the BOD would be well within its rights to ignore you. Also in the case of a you placing any legal action the immediate reply would be he has no ownership/interest in our association. Mother or not, most judges would probably throw your legal out from the get go.

Someone help me out here so I understand this. Why is it a problem with this guy signing contracts? Doesn't the section below allow him to do so? If it does the only issue is that he's using a title that is incorrect. Otherwise he's pretty much the president in reality. Title or no title.

(b) Vice-President. The Vice-President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise such other duties as may be required by the Board.

Another question. Again this is homework for a group based on ongoing problems of the current board.

The Bylaws state: 4.04 Term of Office. Directors may be elected as vacancies require. The term of office for each member of the Board of Directors shall be three years. To avoid having a completely new Board every three years, terms shall alternate so that one or more Directors are replaced each year.

One of the Director, the current Treasurer, was elected in 2016. Minutes will need to be checked but it is thought he has never been re-elected since 2016. So based on 4.04, cited above, he has not been a Director since 2018.

Also the Bylaws state that Officers, which a Treasurer is, have to be Directors, which if the 4.04 interpretation is correct, he is not, therefore he is not the Treasurer.

This brings up the question: if the person acting as Treasurer is not an officer nor Director, does that pose risks for the Association in him cashing checks and managing the funds if legal issues occur and this is pointed out. I assume he would be exposed to personal liability and the Association could be at risk in his transactions with third parties.

Thoughts is this nothing or a risk?

Roger

Typically Directors are elected for 2 to 3 year terms and elections will be staggered so the entire BOD cannot turn over in one election. In our case with a BOD of 5, our directors are elected to a 2 year term so we elect 2 one year and 3 the next year. Any BOD appointees (by the BOD) serve out the term of the person they replaced.

Typically Officers are elected yearly from the Directors, by the Directors. Last year no one had any interested in being elected an Officer so we just kept our same positions. Pres., VP & Treasurer (me), and Secretary. 3 officers filling 4 Officer positions on a BOD of 5. Works for us.