Board of Directors Positions

We recently had an election. The day of the election there was only one name on the ballot. And that person got the position. The individual didn't even introduce themselves like every other board member previously had done. My position upon starting was vice president. The president resigned before the election time. Does that automatically make me the president now? Normally our management company will make some minor day-to-day decisions with the president. However lately when it comes to minor decisions they're waiting on a response from the entire board instead of the president. There isn't anything in our cc&r that specify each position.

Here's an example printing a document in black/white or color.

Typically the vice president runs the meeting if the president isn't available, but he/she doesn't HAVE to become president when the president resigns or is voted out.

You really need to read your Bylaws - that's where you usually find information on how the association is to be run, like how many board members, length of terms, etc. In fact, given your questions, I'm thinking it would be a good idea that ALL OF YOU read it so you'll know what you're doing. Usually, the homeowners elect board members and board members elect officers from among themselves, so if you don't want to be president, say so. You may end up with the position by default, but that can easily be changed later in the year if it's determined you're not good at the job or you decide you don't want it for whatever reason.

The Bylaws should describe what officers do and who they are, e.g. president, vice president, secretary and treasurer. If nothing's written down, what's stopping you from Googling duties of HOA president or whatever, write a position description based on that, and then the board can vote on whether to adopt those descriptions. Better yet, I'd consider asking homeowners to vote on adding those descriptions to your Bylaws so there's no question on what should be done.

You don't describe what type of "minor" decisions the president and property manager made before he resigned, but it's important for board members to be in the loop on what's being done, so that's probably why the property manager is asking for all of you to chime in. Pull out your management agreement and read it so you understand what he/she is supposed to do and then you can discuss under what circumstances the property manager can make a decision (with proper notification to the board), when the president can make an executive decision and everything else can come to the board.

You might also consider checking out the community association website and perhaps purchase some of their handbooks that describe duties of the president, vice president, etc., and use some of those tips along with your documents as a guide on what your descriptions should say. There's also information on best practices like working with a property manager, selecting an association attorney, etc.

Sounds like:

- the members elected a new director
- the Board lost the president which was elected by the directors
- while now irrelevant, the Board now (likely) has only a VP, Treasurer and Secretary
- in order for there to be another President, the Board must elect said President

It is POSSIBLE, your Bylaws have a "fleet up" provision, but most don't.

Do the easy thing - have a Board meeting and elect a new President.

The only thing we have received is the Declaration of CC&Rs. Is the bylaws a separate papers that our management company should have for a community?

Thank you'll

I'm sure MarkW's recommended video will be helpful.

But, for now, if your HOA is a corporation, you have bylaws. (But they don't have to be recorded.) Without bylaws, how do you know you're supposed to have 3 board members. The number of directors is specified in the bylaws. Sometimes it's a range, e.g. 3-7.

Without bylaws, how do you know you should have an annual meeting and election?

It's very unlikely that any bylaws will say the VP automatically comes the president if the latter position becomes vacant.

I have seen on this site that occasionally bylaws are a part of the declaration (CC&Rs) or are attached to it. Is there anything in your CC&Rs that talk about the v airs c kinds of meetings, what officers your HOA must have, etc.?

According to our bylaws, the president signs contracts and whatnot (or the secretary/VP if the president is unavailable). Our manager has never had the authority to sign on the board's behalf.

It's possible that this is a holdover from the days when your association was under developer control and the manager was an agent of the developer. But if you're now under homeowner control, the manager should not be signing the association's legal documents unless your bylaws specifically allow your board to delegate this. But I've never heard of that being the case.

I generally don't find most of your posts helpful to me.

Should I email you first to get your blessing before posting online here?

MarkW,

You could ask for my blessing.

We're no longer under developer control. I will notify MC next week. We actually just had a Board Meeting Tuesday. However our MC at some instances continue to talk like we were under his control. I had to clear that up at the meeting that we were no longer under developer control he agreed. We have been a residential for almost two years.

It depends what his contract says. Typically an HOA will hire a manager to perform a variety of tasks, and the manager's contract will list those tasks. For many HOAs, the manager does attend all board meetings, and may even run the meeting. However, the manager does not vote - all board decisions are made by the board alone.

I just wasn't sure if the management company needed to attend the meeting. We just had a board meeting this week at our clubhouse so I will check with them and see if we can set another meeting up.
Our management company consists of three workers. They've never specified who our property manager is.

Melissa should dust off her governing documents.

Here is the language used in many Bylaws for the duties of a Vice-President.

9.8.2 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 and discharge such other duties as may be required of him by the board.

Since the president reigned and is now absent, the VP takes over UNTIL such time as the Board re-shuffles the deck.