Selection of HOA Officers

Started by JohnM102 • 6 replies • 263 views

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JohnM102 (Arizona)
Posts: 24

Posted:

since our HOA started 17 years ago, once the general election was completed the meeting was adjourned and all members left. Next,the newly elected Directors started an executive meeting. It was closed to everyone except the newly elected Directors. They then decided among themselves who would hold which position. In case of a tie, the five directors voted for whom they wanted to hold that position. We recently became aware that the selection of Officers was to be an open meeting and members that wanted to attend could. In my research, I found that although the members could attend it was only to observe. In our most recent election the members ignored the date set by the Board for the election itself and conducted the entire election two days earlier. The president became aware of the election and went to the hijacked meeting primarily to tell them it was illegal. Sadly, nobody listened to him. The members also ran the selection of officers. Legally the first half doesn't actually matter since it didn't impact the Directors elected. That wasn't the case of the election of the officers as they decided how that would be conducted. In that phase the outcome was clearly impacted since the two members not on the previous Board took the President, Vice President and the President also tool the Treasurer position to boot. I'm taking them to court mostly on the basis the selection of the Officer positions weren't lose to what they would have been without the interference of the members.
Question: Am I correct in believing the members weren't allowed to participate in the selection of the Officers.

BillH10 (Texas)
Posts: 1,217

Posted:

Read your documents, in most situations the Bylaws describe the process for selection of Officers.

Some Bylaws permit persons who are not on the Bod to be Officers. I have seen specific language stating the Treasurer is an officer but does not have to be a member of the Board, or even an owner. This is to permit that position to be filled by a professional, such as a CPA.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Typically the BOD Officers are elected from among the BOD Members by the BOD Members only. Typically owners do not get to vote on BOD Officers. Of course there are exceptions. Read your Bylaws.

KerryL1 (California)
Posts: 14,550

Posted:

How did everyone "recently become aware" that the board (s)elects officers in an open board meeting? Isn't that in your bylaws? Yes or no. If not, isn't that in AZ HOA statutes or corporations codes?

Once you verify for us what those say, I'll be more comfortable giving suggestions. Meanwhile, I have never heard of an HOA where Owners select officers.

Please cite the code or Bylaws that says Owners may be observers only. In my weak understanding of AZ statutes, I believe that Owners may comment on board agenda items. Nonetheless, they may NOT vote for agenda items, e.g., officers.

Are you on the board?

MaxB4
Posts: 3,513

Posted:

Based on the OP statement, "that the members conducted the elected TWO days prior to the scheduled election date," the election and appointment of officer is improper and illegal.

DavidG45 (Delaware)
Posts: 994

Posted:

Quote:

Posted By JohnM102 on 07/17/2022 12:51 PM
since our HOA started 17 years ago, once the general election was completed the meeting was adjourned and all members left. Next,the newly elected Directors started an executive meeting. It was closed to everyone except the newly elected Directors. They then decided among themselves who would hold which position. In case of a tie, the five directors voted for whom they wanted to hold that position. We recently became aware that the selection of Officers was to be an open meeting and members that wanted to attend could. In my research, I found that although the members could attend it was only to observe. In our most recent election the members ignored the date set by the Board for the election itself and conducted the entire election two days earlier. The president became aware of the election and went to the hijacked meeting primarily to tell them it was illegal. Sadly, nobody listened to him. The members also ran the selection of officers. Legally the first half doesn't actually matter since it didn't impact the Directors elected. That wasn't the case of the election of the officers as they decided how that would be conducted. In that phase the outcome was clearly impacted since the two members not on the previous Board took the President, Vice President and the President also tool the Treasurer position to boot. I'm taking them to court mostly on the basis the selection of the Officer positions weren't lose to what they would have been without the interference of the members.
Question: Am I correct in believing the members weren't allowed to participate in the selection of the Officers.

If I am following this, you believe the BOD that was elected in the sham meeting is the same BOD that would have been elected in the legitimate meeting, which is why you are not particularly concerned. Is that correct?

The homeowners who called the sham meeting then elected the officers, and those officer positions do not match who would have officers had the election been held properly. Is that correct?

So many questions.

First, how do you know what the results would have been? Next, are the new officers all members of the new board? Finally, can't you just read the bylaws to see how officers are supposed to be elected? Because if the members aren't supposed to elect them, and a majority of the BOD disagree with who is supposed to be President, Treasurer, etc. then all they have to do is correct this at their next meeting. What am I missing?

DavidG45 (Delaware)
Posts: 994

Posted:

btw, if you are going to spend money on a lawyer, I would definitely sue over the sham election. You can't allow a precedent to be set where a bunch of random homeowners to do things for which they have no authority. That's a much bigger issue than officers, because regardless of who holds what title, each of them just has one vote - so nobody has more power than another.

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