Need Help With Intrpertation of CC&R

Hello. Requesting to know your valuable thoughts about a certain section of our CC&R.

1. Condo elections held in annual meeting in Oct 2020. Three position were up for election: President, Treasurer and Board Member at large. We have staggered terms. Hence, this year, it will be election for the secretary and another board member at large.

2. Three people who got "elected" to the Board last year, neither took the Board President position. Board member at large who is up for re-election in Oct of 2021 became the Board President last year. So an existing Board member at large who was not even on the ballot last year, took over as the Board president. I am questioning the Board to explain the due process of selecting someone who is currently serving as the existing Board member at large and who was not even on the ballot last year, how was this person selected as the Board president? His term is not up until Oct 2021.

Per our Bylaws:
-Directors shall be elected for a term of two years and shall be permitted to run for re-election.
-Then, the Bylaws also states: Annually, at regular board meeting following the annual meeting, directors present at said meeting shall elect the following officers of the Association by a majority vote: President, Secretary and Treasurer.
-It also states that Term of Office for Board Officers:Each Officer shall hold office for the term of one year and until his successor shall have been elected and qualified.
-For vacancies, it states: vacancies in any office shall be filled by the Board by a majority vote of the members thereof at special meetings thereof.

Here's my understanding and interpretation of our CC&R in regards to the selection of oficers:
-The three people who were elected to the Board last year, one of them should have been voted as the Board President and not an already serving Board member up for election in 2021. If those three did not want to take up the Board President's responsibility, then, the Board should have held a meeting open to unit owners when designating this already serving Board member at large to the President's position.

If a board member who was not even on the ballot last year can switch positions just like that and take up the officer's position and avoid be up for election this year, then, what's the point of even holding annual elections.

Hence, my interpretation per our bylaws is as follows:
Though every person elected to the Board is elected as Board member at large and that the Board elects officers in the Board meeting. Three people who got elected to the Board(since Pres, Treas, and Board Member at large positions were up for election), the Board needed to elect one of those three for the Board president, treas and bm-large. When election occurs in 2021 for Secretary and second bm-large this October, then, the board to then elect, from the people whom the unit owners will select, who will serve as Board Secretary and second BM-large.

Please share your valuable thoughts. If my interpretation is not correct, then, please educate me about the annual elections, because I am confused. Also, what does it mean that each officer shall hold office for one year-it makes no sense. Customarily, in the past, an officer selected continued to serve until up for election in two years.

Thank you!

SueW6, thank you for your reply. Requesting elaboration as I could not follow. I am still trying to fully grasp our bylaws, so requesting your elaboration of your response. Thank you

Incorrect - 3 Board positions were up for election. Those 3 board members happened to be the president, treasurer, and MAL. But president, treasurer, and MAL are Officer positions - Officer positions are decided among the Board members, not by the owners.

Read Tim's post.

I am confused. The owners elect Board members to serve on the Board. After the Annual meeting has ended, the new Board meets and determines who will hold which position. Slowly we have moved to letting candidate's know which positions are open and what would they be interested in. This allows owners who are interested to ask questions before they make the final decision to serve. This has allowed for a smooth transition and no one surprised as to the expectations of serving.

Thank you for your reply TimB4!

Agree that directors are elected by the membership and agree that officers are appointed by the Board. We have five Board directors. My confusion lies because:

Say, I was one of the three who got elected last October as a Board Director for two years. But since the Board chooses officers, the five of us sit down in a Board meeting and either take a vote or based on our experience/availablity discuss who can dedicate time and serve as officers.

If all five board members yearly become eligible for selection of the Board officers(Pres, Treas and Sect), then, say the board member who is not up for election until this year, takes up the Pres position by alienating his existing Board Member Large director position, and say I end up filling his Board member large position, will I not be on the chopping block of election again this year? For the discussion sake, if I was elected last year but now have to fill in this BM large's position because he filled in Pres position, now in this year's election, my name will be added on the ballot again.

Based on our Bylaws, the way I interpreted was:
1. Say: MiaR1 was pres last year, Amy was Treas, John was Secrt, Person A-BM Large; Person B-2nd BM Large

2. Staggered terms for election: In Oct 2020, Pres, Treas and BM Large up for election: So MiaR1, Amy and Person A's names were on the ballot. John and Person B's names were not since they both are up for election in 2021.

3. Say, MiaR1, Amy and Person A got re-elected by membership. Board has organizational meeting and all five Board members now deliberate about the officers positions. My understanding is that it should be deliberated as follows: MiaR1, Amy and Person A, out of these three who should fill in the two officers positions: Pres and Treas and third one who doesn't, stays BM Director.

John and Person B should deliberate who serves as the Board Sec and who remains as the 2nd Board Large Director.

This way, in this year's election, we'll know that John and Person B are up for election(meaning Sec and BM Large positions)

But, if Person B takes over as the Pres and say I take over his BM Large Director position, then, the Board will identify my position for election this year and since I am the one who is filling that position, my name will end up on the ballot for election.

With the way I interpreted above, made the most sense to me because I am of the understanding that it is the fair way to allow directors to serve for two years but yearly rotate for the officers position within their staggered terms.

Clarification would be appreciated, if my understanding is incorrect.

Thank you!

NPs, Micheal56 and CathyA3, thank you for your replies! I am not disputing that the Board gets to elect officers, its just confusing to me because in our self managed association, pretty much a small know it all group of owners have continued to interpret our decs and bylaws their way, not the right and legal way so I need this clarification. Online research yielded no result when it comes to this clarification. I've read your replies, but, there is a disconnect somewhere in my mind, hence, please see my reply to TimB4 and requesting TimB4 and you for your guidance.As I had stated before, very thankful for the members of this forum because had it not been for your unbiased and straightforward suggestions, I'd be still be clueless. Thanks for educating me so far!

Well said.

Board member at large - is simply a Director with no officer duties.

If the individual now takes an officer position, it doesn't change the fact that they are a Director.
They would still be serving the term that they were elected to as a Director.

If it helps, think of the Board member at large as simply another Officer position.