Odd Bylaws wording for election of Officers?

Started by GeorgeS21 • 7 replies • 709 views

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GeorgeS21 (Florida)
Posts: 3,808

Posted:

Hi All,

Single family 650 house HOA, almost fully built out, long ago turned over from the developer.

I am on the Finance Committee.

Small process point (mountain out of a molehill) - in my past associations, we elected directors of the board at the annual meeting, then the elected directors convened a Board meeting (sometimes immediately following the annual meeting and sometimes a month later) and elected officers. The wording in past associations supported this by noting the officers were to be elected at a board meeting.

The community has the following language in the Bylaws -

"Section 2. Election of Officers. The election of officers shall take place at the annual membership meeting."

and

"Section 3. Term. The officers of this ASSOCIATION shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve."

So, the annual meeting is convened, directors elected, then adjourns. Once this happens the annual meeting is over, right? If the annual meeting is over, then the election of officers cannot take place at the annual membership meeting - unless the Bylaws language in Section 2, is talking to the LOCATION of the meeting? But, the Board cannot elect anyone to anything unless there is a Board meeting, right? So, what the language probably means is that the new Board will meet immediately following the annual meeting adjourns and elect officers ...

OK - so other than fixing the language at the next Bylaws rewrite, what do you think the "process" should be?

PS - in a previous association, I attended an annual meeting and the entire membership elected the directors, and then immediately elected the officers - I waited until the second year and then explained they should follow the Bylaws (most had not read), so they began conducting the annual meeting, electing directors, then the directors met when convenient at a legally noticed Board meeting and elected officers.

SheliaH (Indiana)
Posts: 6,964

Posted:

Yep, I think you are being nitpicky. Our community runs similar to yours - we elect board members at the annual meeting. Officers were then picked at the regular board meeting that usually followed the annual or during next month's regular board meeting.

Since the board picks officers from among themselves, I'd be more worried if months went by without anyone being named to anything (someone has to sign contracts made on behalf of the association). When I was on the board, people would indicate if they wanted to stay in that position or step down - if they stepped down, someone else would volunteer (usually talked into volunteering!) and then we'd vote and the results reflected in the minutes.

I don't see anything wrong with your process - is there something else about this that bothers you? From what I can tell, it doesn't make a difference if officers are selected immediately after the election, the board meeting following the annual (if you have one), or during the next regular meeting. Homeowners can attend any or all of those meetings if they want to listen in on the proceedings.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Hmmm ... well, the point is that it says " ... at the annual meeting ..." Now, this is sort of overtaken, IMO, by the next component of the Bylaws which says ..."...shall be elected annually by the Board." The two obviously don't align, and I get the point of perhaps this being silly, but ... it is something we should review for change when we correct a couple of other items in the Bylaws?

AugustinD
Posts: 5,144

Posted:

Quote:

Posted By GeorgeS21 on 09/10/2020 9:14 AM
it is something we should review for change when we correct a couple of other items in the Bylaws?

As far as I am concerned, yes, correct this. The two sections of the Bylaws technically conflict and in a major way, for the reasons you give. To review: The Board does not vote at annual meetings; the membership does. Yet Section 3 says (as is common nationwide) that the Board elects the officers. Neophytes might argue that a board meeting somehow (weirdly) could be held during a membership meeting. I think this is dumb and dangerous. Plus at times who will be elected to the Board is a roll of the dice; or a contentious election has yielded directors who need a couple days off. Those elected at the annual meeting often have not had time to think about who should be what officer; who is willing to be the treasurer et cetera; and so on. I do not think officers should be decided at the annual meeting itself.

I suggest that the Bylaws require a board meeting within five days of the election to select officers and address other pressing topics.

JohnC77 (California)
Posts: 562

Posted:

Quote:

Posted By GeorgeS21 on 09/10/2020 6:39 AM
Hi All,

Single family 650 house HOA, almost fully built out, long ago turned over from the developer.

I am on the Finance Committee.

Small process point (mountain out of a molehill) - in my past associations, we elected directors of the board at the annual meeting, then the elected directors convened a Board meeting (sometimes immediately following the annual meeting and sometimes a month later) and elected officers. The wording in past associations supported this by noting the officers were to be elected at a board meeting.

The community has the following language in the Bylaws -

"Section 2. Election of Officers. The election of officers shall take place at the annual membership meeting."

and

"Section 3. Term. The officers of this ASSOCIATION shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve."

So, the annual meeting is convened, directors elected, then adjourns. Once this happens the annual meeting is over, right? If the annual meeting is over, then the election of officers cannot take place at the annual membership meeting - unless the Bylaws language in Section 2, is talking to the LOCATION of the meeting? But, the Board cannot elect anyone to anything unless there is a Board meeting, right? So, what the language probably means is that the new Board will meet immediately following the annual meeting adjourns and elect officers ...

OK - so other than fixing the language at the next Bylaws rewrite, what do you think the "process" should be?

PS - in a previous association, I attended an annual meeting and the entire membership elected the directors, and then immediately elected the officers - I waited until the second year and then explained they should follow the Bylaws (most had not read), so they began conducting the annual meeting, electing directors, then the directors met when convenient at a legally noticed Board meeting and elected officers.

SERIOUSLY

GenoS (Florida)
Posts: 4,276

Posted:

I think George is correct. The directors elect the officers and that cannot happen at a members meeting. There should be short "organizational" board meeting soon after the election. Maybe even on the same day/night.

My own HOA's Bylaws are worse. In the pre-ordained agenda for the Annual Meeting, which is written right into the Bylaws, the "Election of Directors and Officers" appears. That's something that should happen only at a Board meeting. Three Articles later, another section of the Bylaws says, "The Executive Officers ... who shall be elected by the membership at the annual membership meeting." The Bylaws should have been amended 25 years ago, but that's another story.

We had a woman who wanted to "run for president". She pointed to the Bylaws to show everyone that she should be permitted to do so.

Then we showed her Article VIII (Officers) from our Articles of Incorporation. To wit:

"The affairs of the Association shall be administered by the officers designated in the Bylaws of the Association. Said officers shall be elected by the Board of Directors annually at its meeting following the annual meeting of the members of the Association and may be removed or replaced at the pleasure of the Board of Directors."

In the hierarchy of Governing Documents, the Articles of Incorporation trump the Bylaws. We were fortunate that she agreed so there was no protracted dispute. At the organizational meeting, she was elected president anyway so there was no lingering bitterness.

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Geno - thank you for the accidental hint to check our AoI!

So, another bit of confusion, but at least it is the first non-statute document so provides a bit more clarity ... however, it introduces another phrase - "annual meeting of the Board of Directors." The Bylaws, recall from above, states, "The election of officers shall take place at the annual membership meeting.

It says:

"The initial officers shall be elected at the first meeting of the Board of Directors. Thereafter the officers shall be selected at the annual meeting of the Board of Directors as provided in the Bylaws and each shall hold office until he shall sooner resign or shall be removed or otherwise disqualified to serve. Officers shall serve at the pleasure of the Directors."

A personal comment - I would hate to be recognized as the attorney who prepared this sort of sloppy material. Incredible.

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