Lone HOA Officer

Prior to this weekend, our HOA consisted of four board members, two officers and two non-officer positions. One of the officers resigned over the weekend, leaving me as the lone officer plus the two non-officers, who aren't interested in holding office.

I have proposed that we recruit and interview people to bring the board back up the five people that we are supposed to have, however, the other board members don't seem to have much interest in doing so.

I am wondering what the implications are for our HOA to only have one officer. I personally would like to see a full suite of board members so we can get a variety of opinions and also share the workload more evenly....

Officers and Directors are two different animals, Geroge, and while your question makes sense I think the answers you get here will be easier to understand if you understand the difference. A person can be both a Director (board member) and an Officer (President, VP, Secretary, Treasurer) at the same time. Usually, a person can be a Director (board member) without holding any office (which is what you seem to be describing).

What do your Articles of Incorporation and/or Bylaws say about Directors and Officers, and the duties of each? Usually they will be explicitly called out in the governing documents.

Your association (condo or HOA?) is likely a Florida Corporation Not-For-Profit. The statute governing corporations Not-For-Profit in Florida is Chapter 617 of the Florida Statutes, aka FS 617. Note that FS 617.0840 says, "A corporation shall have the officers described in its articles of incorporation or its bylaws who shall be elected or appointed at such time and for such terms as is provided in the articles of incorporation or the bylaws."

Your Articles of Incorporation and Bylaws should be familiar to you. They should be more than just "familiar" to you. I think board members should know them inside and out along with the CC&Rs (Declaration) and the "Rules & Regulations".

GenoS,

Thank you for explaining to me what I already know, as I stated in my first post. We have 3 people on our board today, one of whom is an officer and two who are non-officers.

The bylaws do not state what happens when 3 of 4 officer positions are vacant and yet the other board members do not want to take on an officer role nor are showing much interest in bringing on new board members.

I don't care to be the only officer of the organization.

Do your Bylaws, by any cane, have a Section that says Ows may vote to fill vacant director positions?

Otherwise, I'd work on the other two to vote to seek to fill the two board vacancies. What reason do they have for wanting them vacant?

GerogeM I don't understand your post: you have 4 directors. There are 2 officer titles. So those 2 officer titles can be distributed so that the board is made up of 2 directors who are also officers and 2 directors who are not officers, or 1 director who holds 2 officer titles and 3 other directors.

Why would there need to be 5 people?

As long as the board is supervising the officers, then this can be OK but it would be best to have 2 different people as officers.

You said you had 4 board members and an Officer resigned. That would still leave you with 4 board members, so forgive me if you don't know that when an Officer resigns they maintain their seat on the board unless they also resign as a Director. You may know that, but your first post did not demonstrate that knowledge.

Your Bylaws don't say what should happen when an Officer's position is vacant? I find that hard to believe. My HOA's Bylaws are decrepit dating from over 30 years ago and even they specify how to deal with a vacant officer position.

I don't blame you for not wanting to be the lone officer for your HOA. Stat law says you MUST have all of the officers called for in your Bylaws or Articles of Incorporation. Do you have those documents? I'm no certain, but your corporate status may be in jeopardy if you're not in compliance with FS 617. Best speak with an attorney.

THIS!