2 Directors change positions without vote

Technically, no.

However, with a 3 person board, technically they had a vote as a majority of the board agreed.

My suggestion, record it in the minutes that way including the fact that proper procedures were not followed.

My other suggestion is to start getting the word out and get at least one more candidate for the board. Otherwise, to be realistic, I doubt things will change as long as those two are on the board.

If they held a meeting, then you should have been notified. This should be part of yoyr Bylaws and most likely part of Corporation Code that regulate how Boards operate in your state.

Single family homes?
How many properties?
CCRs?
Bylaws?

I am curious. You're a Board member. Is it alright to call a board meeting this Friday and not notify and/or invite you? Or when Action Without A Meeting were legal in California, would it have ok to conduct a meeting with just two of the three board members?

Does the management company have the communication where this person wrote he resigned? Does the communication indicate whether he resigned as president or director, or both? There is a difference. If you have documentation that he resigned as a director, there is a good chance that he cannot re-appoint himself as a director without your vote and the other director's vote.

Question. Are you able to vote for yourself for a board appointed position? If not then a quorum would not have been met. It seems off if this is allowed.

Cathy, I'm asking about this not because I disagree with you but I'm trying to learn. Let's assume it should have been voted on formally and documented in the minutes. A month from now the new president signs a contract for the HOA. Can someone later claim that the new president is invalid and had no authority to sign the contract? Also, as I stated earlier should the new president have been allowed to vote for them self when it was a board vote? If this is not allowed then a quorum was not reached.

Those are interesting questions.

The second one is easy - yes, he could have voted for himself. Officer positions are typically assigned after the annual meeting, and it's possible that all three positions (keeping it easy here) could have shuffled. If a director couldn't vote for himself, then the the process could be very cumbersome, and impossible if there was an open unfilled board position.

(Aside: I think that a lot of people are hung up on the idea of the HOA president having the most power. He doesn't - he gets one vote the same as all the other directors, and it's possible for him to be out-voted by the rest of the board. The officer positions just define what the directors' duties are.)

The first one is a little tricky. I'm not a lawyer, but I think the answer will depend on whether the discussion between the two board members constituted a valid meeting, assuming one is required. In my community it would have been, Ohio does not require open board meetings and two directors form a quorum. If the OP's state is the same, then this was perfectly valid. If the OP's state does require open meetings that are properly noticed, you could then look at whether the selection of officer positions could be held in executive sessions that don't have be noticed. This may be enough to say that the meeting was valid and the new president was validly named. Finally, do the OP's bylaws even require that officer selection take place in a board meeting? My bylaws don't. If you get past these three hurdles, I think you could make the argument that you posed, but I'd still want to run it by an attorney to see what he says.

There are a couple reasons I'm not too upset about this issue.

First, our annual meeting is often conducted by our attorney, and even so the selection of officer positions is very informal. Usually the new board meets after the meeting, we board members sort of look at each other and sort of come to a consensus on who does what, the attorney collects our contact info and officer positions, and that's that.

Second, I'm pragmatic about things, and I look at the issue that the OP posted and think: was the association materially harmed by this, and could the outcome have been any different if a formal vote had been conducted in a meeting? In my view, the answer to both of these is no. I suppose others could disagree about possible harm done, but there is no chance that a formal vote would have resulted in something different.

I also suspect the OP is trying to force change on the board while being in the minority, and is looking for reasons to upset the apple cart to get her way. That's probably a third reason for not feeling the outrage.

Darn it, I want an edit function! I responded to John.

Actually for Board meeting throughout most of the United States, Corporation Code is what is used.

In this case, Missouri Corporation Code would prevail.

355.386. Call and notice of meetings. — 1. Unless the articles or bylaws provide otherwise, or except as otherwise provided in this section, regular meetings of the board may be held without notice.

  2. Unless the articles or bylaws provide otherwise, special meetings of the board must be preceded by at least two days' notice to each director of the date, time, place, and purpose of the meeting.

  3. Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president or at least twenty percent of the directors then in office may call and give notice of a meeting of the board.

It's not suppose to be an instruction on how board meetings are conducted, it is a rule on how an association and board members should be notified of board meetings.

Since the OP is from Missouri, please look at the relevant statues and tell us which ones apply to member meetings and which ones apply to board meetings.

In the case of the OP, two people switched positions, which should have been done at some meeting. It appears the OP was not notified of any meeting as required, in this case, Corporation Code.

I've actually modified boilerplate governing docs for a number of HOA's in California so kinda have a feel for this sort of thing.

WOW!

This is a SFR HOA with 232 homes. There is no language allowing for fines. This was confirmed by the attorney for the HOA. Attached is our section of the indentures regarding selection of Directors.

Geez - how old are these bylaws ?

They talk about Directors, which is not the same as determining officers.

I’d say pick your battles. The officer positions were done legally - IF this was a legally called and noticed meeting and there are minutes of the meeting. You can talk to the lawyer about it and he/she can tell them where they retired. But most likely they will repeat the process at another meeting.

The indentures were recorded in 2001.
There was no notice of meeting & no minutes recorded. I am the secretary & keep all minutes... no minutes. I found out about the change via an email from mgmt company that all communications to & from the Mgmt company are to be done through the president then named the person that swapped titles. They were mad that I contacted our attorney about the fines & a lawsuit that that is pending that they gave false statements that can be verified as false. They're not making good business decisions for the HOA. They're opening us up to multiple lawsuits for selective enforcement & possibly discrimination.

You said before that the statues weren't relevant, or there're not UNLESS you post them.