Vacancies on the HOA Board

Our condo association held it's annual meeting in November. There are 7 board positions for our HOA board. At that time, there were five board positions available with seven co-owners interested in the positions. The election took place and they announced four winners, not five. A few months later the board selected a fifth person to join the board. This person ran for one of the positions, however, it's unknown on the number of votes they received. This person was also a previous board member, so the board justified that this "person knew what to do" as a board member. A month later, a property management company was hired and discovered that the treasurer had been embezzling money (@$7400). The treasurer paid back the money and resigned. At the board meeting last night, a past board member (whose term ended in November and chose not to run again) is sitting with the board. Apparently, the board decided to have her fill the treasurer's vacant position. I have some concerns --- 1. Why are past board members automatically rejoining the board instead of the board reaching out to those that ran for the positions in November? And 2. These are the same board members that were either oblivious or looked the other way as the treasurer embezzled money. I'm wondering how does your HOA handle vacancies? Thanks!

When we needed to appoint someone to fill a vacancy we always announced the opening and allowed anyone who was interested to interview with the Board. You never know what kind of talent may be available in your community to fill a position.

Ditto CathyA3's response. Either the state nonprofit corporate statute; your bylaws; or both say a board has the right to appoint directors when a vacancy arises between elections.

A Board is obliged to try to keep all Board seats filled. However if, in the Board's opinion, appointing a certain applicant to a Board seat is not in the best interests of the corporation, the Board has the right, and arguably duty, not to appoint the applicant.

Other owners may feel the Board is wrong to do this, but the remedy for these other owners is to get on the Board themselves.

In addition, there are Bylaws that allow the owners to elect Board members if the Board fails to do so.

Thanks everyone for the response. The bylaws do state that the board has the ability to appoint a person if there is a vacancy. In the past, the board would post the vacancy to see if anyone was interested in applying. I was just curious how other HOAs conducted the process.

Maybe. It's possible that the current board members know something about the fifth person that suggests the person would be a problem. In my community we appointed a person whom we had serious misgivings about, and did we ever live to regret it. The community is still living with some of the repercussions. If you think dealing with the chronic complainers/"vocational dissidents" is difficult, try it when one of these folks is on the board.

Hiring people who are skilled and who can work effectively with others is the holy grail of hiring managers everywhere. All the skills in the world don't matter if the person is so disruptive that the work doesn't get done. HOAs are no different from workplaces in this regard.

Yes, some boards can be clique-y and middle school, but that doesn't mean all of them are. Being unable to work and play nicely with your colleagues is a serious shortcoming and is reasonably disqualifying.

Finally, "manipulating the election" is often in the eye of the beholder - it's a favorite accusation of people who just didn't campaign effectively enough. Those currently in power always have an advantage, and challengers need to up their game. If everyone complies with the laws as they're written, then the dice will roll however they roll.

I still do not understand. Was there an election at the annual meeting? If so, why do you say the board "selected" the candidates. At the annual meeting, the owners elect directors. If the top five vote-getters were not seated, then a violation of the law occurred. Stopping owners from electing the people the owners want is a big deal. It goes to the heart of what is supposed to be the equitable yada structure of HOAs.

Also I cannot tell if you understand that officers are not necessarily directors. For one thing, it seems like readers here are just supposed to assume the treasurer at this HOA/COA is (or was) also a director. This is not always the case.

The treasurer does not have a vote in board decisions unless the treasurer is also a director. This is one reason why I am suggesting you choose your words a bit more carefully.

Thank you for elaborating.

I think what this board did is disgusting; ultra vires; a blatant violation of the law; and so on. Owners should have instantly threatened suit.

Now so much time has passed that threatening suit is likely not prudent.

At least you exposed the treasurer. At least, from what you posted, the new management company seems to be with it.

Board members never count ballots at our annual meeting. We appoint two homeowners who are not running for election themselves and aren't related to any of the candidates.

Well, I disagree with myself in this case. :-)

I was speaking in generalities, but if there were enough candidates to fill all the open positions *and they each received at least one vote*, then the board can't choose not to seat one of them unless the community's bylaws are *really* unusual. The only way the board should be allowed to fill a position in this case is if one or more candidates received no votes at all, which is pretty unlikely. I assume in this last case that the candidate without votes is basically a volunteer - you couldn't say that he'd been elected, which means there was still an open position after the election which the board would fill.

Do we know that this unlikely situation didn't happen? Did the board announce the vote count afterwards? Of course, if the board counted the votes, can you rely on what they said the results were?

Not good. After the business with the treasurer, you'd think that the rest of the board would be on its best behavior.

I just pulled out the meeting minutes from the annual meeting in October 2021. At that meeting, there were five board of directors on the board, since they never filled 2 vacancies from 2020 (mine and another person that resigned). They didn't hold an annual meeting in 2020 citing COVID concerns.

Out of the five board members, three of the directors' terms were set to expire. So, the board announced that five positions were open for the election. Seven people ran for the open positions.

The October organizational meeting states that the board "elected the following persons to the various Board positions: president, secretary, treasurer, and three directors.

Then, the November meeting minutes stated that the board appointed a 7th member to the board. It states, "the board felt it important to maintain an odd member board in the case of early resignations that result in the board membership being an even number. Therefore, the board appointed xxx to board membership to fill the vacancy (unanimous vote).

I think I'm going to reach out to obtain the election numbers for each candidate.

The Board on its own lawfully can and should elect the officers (meaning the president, secretary and treasurer). As to the board 'electing' directors, this is weird wording. I do not know what is meant above.

Was quorum met at the annual meeting of owners?

The meeting minutes are always a little puzzling for us residents too. They are improving now that we have a new secretary on the board.

We always have a great turnout at the annual meeting, so quorum was met.

Ah. There is the wrinkle I was looking for. Is it lawful to not fill a position even if you have volunteers or someone receives one or more votes? After all, in communities where they have more candidates than open positions, there often are candidates who receive votes but are not elected.

Is it possible that the board in your community is taking this position and choosing not to fill one of the optional positions?

I'm asking/speculating. This may require a lawyer's opinion, but I wouldn't dismiss it as a possible valid explanation for what has happened. (I do agree that it may not be a wise choice if people have reason not to trust the board.)

JenniferD8,

What, if anything, do the Bylaws say about who sets the number of seats on the board?

Did the notice for the annual meeting state how many board seats were to be filled at the annual election?

The "unethical" part is that there were 7 candidates to fill the five open positions. At the annual meeting, the board only filled 4 of the 5 positions. Then, the board opted to wait 2 weeks and then appointed the 5th position. Sorry, but that seems unethical to me.

Several of us agree with your assessment, Max. What you highlight is that it was NOT the "board" that determines who's elected, it's the Owners.

With Aug., Jennifer, what did the notice or materials included with ballots for the annual meeting say about how many positions would be filled on the Board. Did it instruct Owners to "vote for five?" It'd be best to cite these exactly.

jen

It seems most are in agreement that what the BOD was improper. So you won that argument. What is next?

Doesn't your state have requirements for materials that must go to voters who're voting for directors in HOAs? sowed sort of "voting instructions???"

Anyhow, as JohnC points, what do you think you can do about the r problem? You quit the board once a year-1/2 ago. Assuming 6

Agree with JohnT38 comments.

Fairness and equality requires transparency and equal opportunity to all members of the Association and not to just selected few.

From Jen’s post, it sounds like the Board purposefully by design only voted in 4 candidates rather than five Possibly to keep “a group majority” in their favor on the Board to rule as they please by selectively voting in and choosing “agreeable” members. Just a hunch because these tactics aren’t done without reason, they’re done with a purpose in mind. Apologies in advance to everyone because I get criticized for looking at negative side of humans and voicing them, but, these things are not far fetched. If a Board’s conduct raises questions and after due diligence the question still remains unanswered or makes no sense, it’s because that Board expected not to get questioned or if get questioned, then it’s nothing to be concerned about unless most members question the same thing. One questioning member can easily be silenced in various ways.

Jen is right, it is unethical practice what her Board did. They have members who ran for the Board but didn’t get elected. Instead of selecting from that qualified pool, Board decided to add another person on the Board in a Board meeting. But, unless it is legally questioned, it’s unethical as it may be, so what. It’s being unfair and demoralizing to members who didn’t get elected and didn’t even get considered for this 5th position. One Board misconduct is enough to understand that Board’s stand on things. But that’s what members repeatedly fail to understand and give reasons to justify the Board’s conducts to convince themselves that everything is all right and do nothing, while subconsciously breeding apathy.

Lastly, being outspoken, not agreeable with other Board members, complainers(aka troublemakers) not getting selected for the Board is the worst way of managing any homeowners association. There’s always two sides of everything. And the “troublemaker” is not always really the troublemaker he/she is made out to be. There’s a reason Board comprises of 5 or 7 members. If board members want like minded members as yes men on the Board then it defeats the purpose and that association is doomed because there’s no chance of healthy disagreements and discussions possible without offending other Board members. Generally Boards operate as quasi-government where anything done “legally” goes, no matter how unethical, immoral, illogical and unfair. Unless Board members have healthy disagreements, healthy discussions without emotions and personal agendas, there’s no hope for Home owners Associations. Owners haven’t been dealt with equal playing field in Association based ownerships. At least not in Illinois.

I welcome healthy criticism, disagreements about my comments. please don’t criticize me for my opinions on this forum.

What, if anything, do the Bylaws say about who sets the number of seats on the board?

In the bylaws, it states:

Section 1. Number and Term. The business, property and affairs of the Corporation shall be managed by a Board of Directors composed of not less than three not more than seven members. The number of persons comprising each subsequent Board shall be determined by vote of the members prior to the establishment of each such Board; provided, however, that if a motion is not made and carried to increase or decrease the number of directors, then the Board shall consist of the same number of persons as theretofore comprised the full Board of Directors.

Since you have this information second-hand, not for a minute would I trust this.

Given how the story has changed some since the first post in this thread, I think it's possible that the COA was in fact monitoring who got a ballot.

In other words: Keep digging for the facts.