Elected to Board but titled "Member"

Started by ChristopherR • 9 replies • 568 views

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ChristopherR (California)
Posts: 3

Posted:

California - We have an HOA Board with five members - three of whom were just elected, and one re-elected (because there were not four new candidates). The former President is not well-liked, and she doesn't like the gentleman who actually got the most votes. Neither does the HOA general manager - who is not liked by the homeowners... and will soon be removed.

Now, I know the number of votes don't predispose what position you will have on the Board. For the past seven years I've been in the HOA, the titles of elected Board were President, 1st Vice President, 2nd Vice President, Treasurer, Secretary. Now that the "unliked" gentleman is on the Board (also with the most votes, by far), the two returning Board Members quickly nominated newly elected "A" as President, and newly elected "B" as Vice President. The former President is now Secretary, and the Treasurer is still Treasurer.

But the fifth elected Board member was given, not the ongoing title of 2nd Vice President, but "Member". Simply "Member". I understand he has the same voting power as the other Board members, but the former President seems to be trying to minimize his accomplishment by not giving him a standard title, but "Member". The voters feel this fifth person is being disrespected by not being given a standard title.

From what I have read, it seems like the title of "Member" is not accurate for an elected person. Am I correct? If not, please enlighten me.

I appreciate your assistance.

Chris

TimB4 (Tennessee)
Posts: 21,059

Posted:

The individual would have no other title then Director or Board member.

NpS (Pennsylvania)
Posts: 4,216

Posted:

5 Directors = 5 Board Members with one vote each. All votes carry the same weight.

If one Director can create a block of 3 votes, he can control outcomes. Hopefully, that doesn't happen on every issue. A 3-2 majority usually carries the day.

Officer positions (President, VP, Treasurer, Secretary) are decided by a majority vote of the Board members. A revote can happen any time that a majority of the Board members want to make a change.

Usually, only 3 Officer positions (President, Treasurer, Secretary) have specific responsibilities. Those responsibilities should be described in your Bylaws or State statute.

The position VP does not usually have any responsibility other than to perform the duties of the President when the President is unavailable. I assume that a 2nd VP would back up the 1st VP if both the President and 1st VP weren't available to perform the President's duties. Hard to think of any situation where that backup to the backup might be needed.

In many 5 member Boards, the Member without an Officer title is called a Member-At-Large.

If you think that not having a special title is somehow diminishing one person in the eyes of the community, all you need to do is get a 3 member majority of the Board to vote that person into a position that has a Title you like. In your case, your HOA has already established the position of 2nd VP, so that title is good as any.

Even if that person doesn't get an Officer title, then she still controls 20% of the vote. 2 more Board member votes aligned with her, and her block has control on that issue.

Sikubali jukumu. Read all posts at your own risk.

KerryL1 (California)
Posts: 14,550

Posted:

Welcome to the Forum, Christopher. I take it you're not on the Board?

Read your Bylaws (possibly your Articles of Incorp.) , which should say the officers that are required by your HOA. Check to see if the Board has the authority to name additional officers if it wishes.

I'm guessing that 2nd VP isn't listed unless your HOA is gigantic. It just somehow became a custom in your HOA.

We have 7 directors and only 4 are officers. The rest are simply "directors." There's no disrespect with that title. Btw, the president has no authority to elect officers or make up names for them.

KerryL1 (California)
Posts: 14,550

Posted:

MaxB4
Posts: 3,513

Posted:

Make no mistake, HOA Boards, just like other public Boards, are political. By making you a "Director at Large is tantamount to saying, please say out of our way sonny. Let the grown up run the show. While you still have the same power of the vote in decision making, your usefulness in the day to day operation will be limited.

BenA2 (Texas)
Posts: 1,273

Posted:

You didn't say but it sounds like you have a typical board in which the board elects it's officers. They are officers that have specific duties, not just titles. In our association, the vice-president has literally one job, run the meeting if the president can't make it. I'm not sure what a 2nd vice-president would do. Is that actually an officer position in your governing documents with specific duties? If not, I would not worry about the title. Not everyone can be an officer and the number of votes one gets is completely irrelevant after the election.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By NpS on 03/30/2021 3:07 AM
5 Directors = 5 Board Members with one vote each. All votes carry the same weight.

If one Director can create a block of 3 votes, he can control outcomes. Hopefully, that doesn't happen on every issue. A 3-2 majority usually carries the day.

Officer positions (President, VP, Treasurer, Secretary) are decided by a majority vote of the Board members. A revote can happen any time that a majority of the Board members want to make a change.

Usually, only 3 Officer positions (President, Treasurer, Secretary) have specific responsibilities. Those responsibilities should be described in your Bylaws or State statute.

The position VP does not usually have any responsibility other than to perform the duties of the President when the President is unavailable. I assume that a 2nd VP would back up the 1st VP if both the President and 1st VP weren't available to perform the President's duties. Hard to think of any situation where that backup to the backup might be needed.

In many 5 member Boards, the Member without an Officer title is called a Member-At-Large.

If you think that not having a special title is somehow diminishing one person in the eyes of the community, all you need to do is get a 3 member majority of the Board to vote that person into a position that has a Title you like. In your case, your HOA has already established the position of 2nd VP, so that title is good as any.

Even if that person doesn't get an Officer title, then she still controls 20% of the vote. 2 more Board member votes aligned with her, and her block has control on that issue.

This sums it up nicely.

ChristopherR (California)
Posts: 3

Posted:

Everyone who responded... I very much appreciate it! You helped to clarify and confirm some of the materials I've read. Thank you!!!

Chris

ChristopherR (California)
Posts: 3

Posted:

Everyone who responded... I very much appreciate it! You helped to clarify and confirm some of the materials I've read. Thank you!!!

Chris

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