Delegates Election Appointment

Started by TonyN2 • 7 replies • 224 views

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TonyN2 (Illinois)
Posts: 62

Posted:

5 building individual residential association complex on a master association property.
Each 5 buildings have their own board.

We have an upcoming annual election for the umbrella (master) association board of directors. The board of directors have recently issued an agenda and notice of meeting.

In preparation, some buildings are removing delegates and appointing new ones to be able to cast their votes for future candidates in their best interest.

5.01 & 5.02 in the umbrella by-laws (attached) are clear on how this is to be done.

My question is, do you believe it’s wrong for a residential association to appoint new delegates prior to an annual meeting? The umbrella association has a problem with buildings changing their delegates.

TimB4 (Tennessee)
Posts: 21,059

Posted:

I see no issue in it.

CathyA3 (Ohio)
Posts: 6,299

Posted:

I agree with Tim. What happens if some delegates resign, or won't be available for the meeting? Or if one or more decides that they're not going to vote as the majority in the building want? You *have* to replace delegates at some point. As long as the replacement is handled according to the rules, I don't see why it should be an issue.

I also question the limits of the master association's authority in thiw, given that each building has its own board that presumably can make its own decisions. If the master can override the individual boards, then why have them? But that's a legal question...

TonyN2 (Illinois)
Posts: 62

Posted:

Cathy, I think the section for delegates in our umbrella declerations definitely say the residentially association has the sole discretion of who delegates are.

I guess the trouble lies within if the delegates remain as delegates until the annual meeting or not? However, the residential association has indeed removed them at it's discretion, created the minutes for it, informed the delegates of their removal and informed the umbrella board of the newly appointed delegates.

The umbrella board is claiming this can't be done and that "the delegates will remain in office until the annual meeting" however it does say "OR" just after.
Help!!

📎 Attachments (1):

⏸ Downloads temporarily unavailable

📄1820314133471.pdf(786 KB)

TonyN2 (Illinois)
Posts: 62

Posted:

So that you have all the documents you need to see what I'm saying, I attached both in this comment. Hopefully this helps.

One is from our bylaws, another from our decleration.

📎 Attachments (2):

⏸ Downloads temporarily unavailable

📄182035131871.pdf(602 KB)

📄1820351311254.pdf(786 KB)

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

Posted By TonyN2 on 08/20/2022 5:31 AM
Cathy, I think the section for delegates in our umbrella declerations definitely say the residentially association has the sole discretion of who delegates are.

I guess the trouble lies within if the delegates remain as delegates until the annual meeting or not? However, the residential association has indeed removed them at it's discretion, created the minutes for it, informed the delegates of their removal and informed the umbrella board of the newly appointed delegates.

The umbrella board is claiming this can't be done and that "the delegates will remain in office until the annual meeting" however it does say "OR" just after.
Help!!

Here's what I'm looking at:

5.03 ELECTION OF DELEGATES: ... snip... The board of directors of the Residential Association which appointed the Delegate shall have the right to remove the Delegate at any time, in its sole discretion, by giving notice thereof to the Delegate and the Umbrella Association Board. Each Delegate shall be an Owner and if a Delegate ceases to be an Owner he shall be deemed to have resigned.

That tells me that the boards of the individual buildings can remove the delegates before the annual meeting. The person from the umbrella association is wrong.

Now it's possible that there is contradictory language somewhere in the rest of your governing documents, but I expect that issue would have arisen before now and been resolved.

(I also think most of us here don't use this system for voting in our associations. Owners vote directly; there are no delegates.)

CathyA3 (Ohio)
Posts: 6,299

Posted:

Also note the language saying that the Delegates are *appointed" by the board of directors; they're not elected. So I'm not sure why the umbrella association is focused on the annual meeting/election.

AugustinD
Posts: 1,027

Posted:

Quote:

Posted By TonyN2 on 08/20/2022 5:31 AM
The umbrella board is claiming this can't be done and that "the delegates will remain in office until the annual meeting" however it does say "OR" just after.

I see the "or" to which you are referring, in the 182035131871.pdf file you attached, Section 5.02:

Section 5.02 NOTICE OF APPOINTMENT: Each Residential Association shall give written notice of its chosen Delegates to the Umbrella Association Board of Directors prior to the date of the annual meeting. Delegates (and alternate Delegates) remain in office to the time of the next annual meeting or until such time as they resign or are unable to act as Delegates. A Residential Association may remove a delegate (or alternate Delegate) at any time. After the annual meeting, notice of any change in delegates is to be given in writing by the Residential Association to the Chairman of the Delegates with a copy to the Board of Directors.

As long as notice requirements are met, the Residential Association may change delegates.

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