Oregon - Board Chairperson Resignation

LlW (Oregon)
Posts: 17

Posted:

If the Board Chairperson sends out written notice of immediate resignation, and asks to stay on the Board, what are the next steps?
i.e.
1. Can they stay on the Board? Does it require any type of a vote for them to stay on the Board?
2. Who would then send out the 72-hour meeting notification to the owners, regarding a vote to fill the vacancy through the end of the term? Can it be the person that just resigned (effective immediately) the position of Chairperson?
3. If they are allowed to stay on the Board, just not as Chairperson, can they then participate in the vote for their replacement?
TIA!

KerryL1 (California)
Posts: 14,550

Posted:

Welcome, LiW. LiW asks about when the board chair resigns. First, by "chairperson," do your Bylaws call the position "president?" Your bylaws also should answer all of your questions so my below should be read as "Depending on your Bylaws,...." Are you on the Board? What size is your HOA?

"1. Can they stay on the Board? Does it require any type of a vote for them to stay on the Board?" They stay on the board with the powers & obligations of any board member

2. "Who would then send out the 72-hour meeting notification to the owners, regarding a vote to fill the vacancy through the end of the term? Can it be the person that just resigned (effective immediately) the position of Chairperson?" Usually the board chooses a new president. To what document does this "72-hour meeting notice" refer to? Are you certain it must be sent out to owners? That would be unusual. Assuming you have no property manager, the secretary should probably send out this notice (if required). If not required, the person who puts together the Board meeting agendas simply lists as an agenda item. "Board election of officers." This gives the board space to, say, elect the secretary as president. Then the board would want to elect someone new as secretary. Your board meetings in your state are required to be open to owners, I think?

3. "If they are allowed to stay on the Board, just not as Chairperson, can they then participate in the vote for their replacement?" The person retains all rights as a director. So, yes, they vote on their replacement and may nominate someone.

LlW (Oregon)
Posts: 17

Posted:

Our bylaws call the position "Chairperson".
There is, unfortunately, anything we can find in the by-laws addressing the specific questions I asked.
Yes, I'm on the Board.
HOA is 98 members.
Our by-laws to require a 72-hour meeting notice, and we were instructed that legally, this meeting requires owner notification.

LizD3 (California)
Posts: 200

Posted:

Typically, everyone on the board has a position (treasurer, secretary, etc.). Typically, there is never anyone on an HOA board without a position.

So if the chair resigns, then they are no longer on the board because they no longer have a postion.

If the chair wants to be on the board, but not as chair, they have to wait for the next election and run for whatever position they want. The only exception is if there is a vacancy (someone else also resigns) and the chair could be appointed to that position (but the chair would have to resign the chair position, first – it is atypical for boards to allow one person to hold multiple positions).

As far as notice goes, your CC&Rs (or laws) may dictate that. If not, usually the secretary sends out notice because they manage the non-financial paperwork.

Of course, the above is for HOAs (it is very different in corporations). And it is contingent on your CC&Rs and your state laws, which, of course, are different than mine. So your milage may vary.

KerryL1 (California)
Posts: 14,550

Posted:

Please provide us the wording of the 72-hour meeting notice. It is a notice for a board meeting, correct? And owners are allowed to attend board meetings in your state, right? Yes, in all states I've heard of on this forum, Owners may attend the board meeting where officers are selected or modified by the Board.

Sometimes, info about this type of topic MIGHT be in your Articles of Corporation (AOC) (assuming you're incorporated), so review them. If like ours, they're very short. Not likely, but possible there's info in your covenants ( aka CC&Rs, declaration). Otherwise there definitely will be the info you seek in your state's corporations code under nonprofit or not-for- profit corporations. That code might use the language of president, but it means the same office as chair.

There's a very good chance my responses are on target.

Does your HOA have no community manager of any kind? Do you have an HOA attorney? You've written "we were instructed" a couple of times. By whom?

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By LizD3 on 07/01/2023 1:56 PM
Typically, everyone on the board has a position (treasurer, secretary, etc.). Typically, there is never anyone on an HOA board without a position.

So if the chair resigns, then they are no longer on the board because they no longer have a postion.

If the chair wants to be on the board, but not as chair, they have to wait for the next election and run for whatever position they want. The only exception is if there is a vacancy (someone else also resigns) and the chair could be appointed to that position (but the chair would have to resign the chair position, first – it is atypical for boards to allow one person to hold multiple positions).

As far as notice goes, your CC&Rs (or laws) may dictate that. If not, usually the secretary sends out notice because they manage the non-financial paperwork.

Of course, the above is for HOAs (it is very different in corporations). And it is contingent on your CC&Rs and your state laws, which, of course, are different than mine. So your milage may vary.

Personally I have never seen a BOD where all Directors were also an Officer. An Officer can resign their Officer's position and they are still a Member of the BOD. Our BOD of five has President, VP, Treasurer, Secretary. We have run with a few at 3, Pres., VP/Treasurer, Secretary

KerryL1 (California)
Posts: 14,550

Posted:

Liz & my last posting crossed. As with JohnC, it actually is VERY typical for boards to have more board members/directors than officers. In mine, for instance, we have 7 directors and 4 officers. The three directors who aren't officers are just that: "directors." Some HOAs like to sound fancy and call them "directors at large." Kinda silly, but...

Liz, please read CA Davis-stirling.com on the topic of officers, and you'll see that your 4-unit HOA, where perhaps all owners are directors AND officers, is not typical.

ElleN (Idaho)
Posts: 4,420

Posted:

LlW, is this a condominium? Or is it a non-condo HOA?

I am repeating what a majority here have already stated. For now, I am referencing the Oregon Nonprofit corporation statute. See https://www.oregonlegislature.gov/bills_laws/ors/ors065.html

Quote:

Posted By LlW on 07/01/2023 1:07 PM
If the Board Chairperson sends out written notice of immediate resignation, and asks to stay on the Board [as a director], what are the next steps?
i.e.
1. Can they stay on the Board? Does it require any type of a vote for them to stay on the Board?

The person remains on the board as a director until her or his term is up or he or she submits a resignation as a director. No vote is required.

Quote:

Posted By LlW on 07/01/2023 1:07 PM
2. Who would then send out the 72-hour meeting notification to the owners, regarding a vote to fill the vacancy through the end of the term? Can it be the person that just resigned (effective immediately) the position of Chairperson?

I presume your bylaws require a 72-hour notice for a board meeting. Correct?

The board should vote on who sends out notification. It probably would be best to do this using the nonprofit corporate statute's "action without a meeting" section.

Do understand that the legal structure of associations includes this: The only time one director can makes a decision for the board is when the board has delegated the power for this decision-making to that one director.

Quote:

Posted By LlW on 07/01/2023 1:07 PM
3. If they are allowed to stay on the Board, just not as Chairperson, can they then participate in the vote for [the new chairperson]?

Yes, absolutely.

KerryL1 (California)
Posts: 14,550

Posted:

So there's your nonprofit reference, courtesy of ElleN, LIW.

If you don't have a property manager there must be someone who normally sends such notice to owners. Unless urgent, for reasons I cannot know, why not simply wait until your next regular board meeting to appoint officers? We always have waited as such changes aren't uncommon. Simply use the agenda title I suggested, or similar, and take care of the business at that meeting.

If you only meet quarterly and that date's a ways off, however, you may want to call a "Special meeting of the board" to elect officers and provide the posted meeting notice or however required. To call such a meeting has requirements that'll be in your bylaws or in the nonprofit materials.

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By LizD3 on 07/01/2023 1:56 PM
Of course, the above is for HOAs (it is very different in corporations).

Nearly all HOAs and condo associations are corporations, subject to the state's nonprofit corporation statute.

Others and I corrected your other mistakes.

LlW (Oregon)
Posts: 17

Posted:

"For other than emergency meetings, notice of Board of Directors' meetings
will be provided to each member of the Association in a manner that is
reasonably calculated to inform each member of the meeting. Such notice
shall be provided at least 72 hours prior to the meeting."

We don't have a community manager.
Our HOA attorney is out on vacation. (The 'instructions' I provided were by the lawyer, before they left for vacation.)

LlW (Oregon)
Posts: 17

Posted:

This is a condominium complex.

"For other than emergency meetings, notice of Board of Directors' meetings
will be provided to each member of the Association in a manner that is
reasonably calculated to inform each member of the meeting. Such notice
shall be provided at least 72 hours prior to the meeting."

LlW (Oregon)
Posts: 17

Posted:

Quote:

Posted By KerryL1 on 07/01/2023 3:33 PM
So there's your nonprofit reference, courtesy of ElleN, LIW.

If you don't have a property manager there must be someone who normally sends such notice to owners. Unless urgent, for reasons I cannot know, why not simply wait until your next regular board meeting to appoint officers? We always have waited as such changes aren't uncommon. Simply use the agenda title I suggested, or similar, and take care of the business at that meeting.

If you only meet quarterly and that date's a ways off, however, you may want to call a "Special meeting of the board" to elect officers and provide the posted meeting notice or however required. To call such a meeting has requirements that'll be in your bylaws or in the nonprofit materials.

This makes the most sense to me. Thank you.

LizD3 (California)
Posts: 200

Posted:

I’m familiar with a handful of Associations and they all had directors (and nothing but) on the Board. But, like I said, it is contingent on your CC&Rs and your state laws. Obviously!

And, yes, Associations are, of course, corporations. I was referring to for-profit companies, thanks, Ellen, for your kind help clarifying.

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By LizD3 on 07/01/2023 4:13 PM
I’m familiar with a handful of Associations and they all had directors (and nothing but) on the Board. But, like I said, it is contingent on your CC&Rs and your state laws.

No such contingency exists. Condo boards and HOA boards consist solely of directors, period. Officers (meaning for example the president, chairperson, VP, secretary and treasurer) are not on the board. Officers per se do not have a board vote. Officers assist the board with tasks.

Officers often simultaneously serve as a director. If an owner observes an officer voting at a board meeting, it is because the officer is simultaneously serving as a director, and the person is wearing his/her director's hat at the time he/she votes.

This is why everyone, except you, has correctly explained to the OP that the chairperson can resign as chairperson, but if she is also a director, she remains on the board as a director. If this person wants to get off the board, she needs to submit a resignation as a director.

LlW (Oregon)
Posts: 17

Posted:

Quote:

Posted By ElleN on 07/01/2023 4:27 PM

Posted By LizD3 on 07/01/2023 4:13 PM
I’m familiar with a handful of Associations and they all had directors (and nothing but) on the Board. But, like I said, it is contingent on your CC&Rs and your state laws.

No such contingency exists. Condo boards and HOA boards consist solely of directors, period. Officers (meaning for example the president, chairperson, VP, secretary and treasurer) are not on the board. Officers per se do not have a board vote. Officers assist the board with tasks.

Officers often simultaneously serve as a director. If an owner observes an officer voting at a board meeting, it is because the officer is simultaneously serving as a director, and the person is wearing his/her director's hat at the time he/she votes.

This is why everyone, except you, has correctly explained to the OP that the chairperson can resign as chairperson, but if she is also a director, she remains on the board as a director. If this person wants to get off the board, she needs to submit a resignation as a director.

Our Board has six positions. Of those six positions, three of them are: Chairperson; Secretary; Treasurer. Those positions are Officers. The other three positions are Directors. We all have equal votes.

KerryL1 (California)
Posts: 14,550

Posted:

Say LIW, your board has six directors*. Your Association has three officers because corporations are required to have officers In CA, and probably in all states. Corporations also are required to have bylaws so that's why the officers' duties are described in the bylaws.

For a very nice chart, see: https://www.davis-stirling.com/HOME/D/Director-Officer-Differences

Apparently, Liz, the HOAs in which you experienced, that had no officers, were not corporations.

* Your Bylaws sating your HOA must have 6 directors is unusual, LIV. To avoid tie votes, most bylaws state 3, 5, 7 or 9 directors, though some give a rage, e.g., 3-5 directors.

LizD3 (California)
Posts: 200

Posted:

The number is, indeed, contingent on what is indicated in the CC&Rs. Larger buildings/smaller buildings; it makes sense.

OP did not say the chair was also a director. OP only said the chair was the chair. Therefore, it seemed wiser to respond to the facts than to make an assumption.

Kerry – smaller buildings where officers and directors were one and the same. I know it is different for larger buildings; more people available.

Ellen – much thanks. You are, as always, an education.

KerryL1 (California)
Posts: 14,550

Posted:

HOAs that are corporations must have officers per corp. statutes, not HOA documents, Liz. Do check my Davis-stirling.com citation. I'd have to check, but I also think I recall that in CA per Corps. Code, the HOA president must be a director. And many bylaws say the same thing. I'm guessing this is common everywhere.

KerryL1 (California)
Posts: 14,550

Posted:

HOAs that are corporations must have officers per corp. statutes, not HOA documents, Liz. Do check my Davis-stirling.com citation. I'd have to check, but I also think I recall that in CA per Corps. Code, the HOA president must be a director. And many bylaws say the same thing. I'm guessing this is common everywhere.

From what I've read on this forum over the years and based on having served on numerous boards in my HOA, the other officers generally also are simultaneously directors. Aside form the president, often the bylaws permit the assoc. to have officers who are not directors. This sometimes happens when no director wants to be secretary or treasurer. The Board then may select a non director, which we also have done in the case of treasure.

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By LlW on 07/01/2023 4:59 PM

Our Board has six positions. Of those six positions, three of them are: Chairperson; Secretary; Treasurer. Those positions are Officers. The other three positions are Directors. We all have equal votes.

LlW, would you please quote verbatim all the bylaws that speak to the number of officers and the number of directors?

Also would you please quote the bylaws that speak to how directors are elected and how officers are appointed (elected)?

Oregon's nonprofit corporation statute and condominium statute both point to Oregon condo associations having a "board of directors." Both distinguish between directors and officers. Nationwide it is rare that this is otherwise, and when it does happen, the HOA or COA is likely voluntary or not a corporation.

LizD3, the OP's first post says this:

Quote:

Posted By LlW on 07/01/2023
If the Board Chairperson sends out written notice of immediate resignation, and asks to stay on the Board, what are the next steps?
i.e.
1. Can they stay on the Board?

The experienced members of HOATalk instantly recognized that the OP was saying the Chairperson is also on the board of directors, meaning the person is both a director and an officer. The only way this would be otherwise is if the OP's association is not complying with state law.

The phrase "board of directors" appears over 100 times in the Oregon Condo Act. Same for the Oregon Nonprofit Corporation Act. See

https://www.oregonlegislature.gov/bills_laws/ors/ors100.html (Oregon Condo Act)

https://www.oregonlegislature.gov/bills_laws/ors/ors065.html (Oregon Nonprofit Corporation Act)

LlW (Oregon)
Posts: 17

Posted:

Quote:

Posted By ElleN on 07/02/2023 6:58 AM

Posted By LlW on 07/01/2023 4:59 PM

Our Board has six positions. Of those six positions, three of them are: Chairperson; Secretary; Treasurer. Those positions are Officers. The other three positions are Directors. We all have equal votes.

LlW, would you please quote verbatim all the bylaws that speak to the number of officers and the number of directors?

Also would you please quote the bylaws that speak to how directors are elected and how officers are appointed (elected)?

Oregon's nonprofit corporation statute and condominium statute both point to Oregon condo associations having a "board of directors." Both distinguish between directors and officers. Nationwide it is rare that this is otherwise, and when it does happen, the HOA or COA is likely voluntary or not a corporation.

"Election and Term of Office.
The Owners shall elect from among themselves a Board of Directors
consisting of six persons, each elected for a term of three years. The initial six
directors shall be elected for staggered terms, so that two shall serve a term of
three years, two a term of two years, and two a term of one year. Thereafter,
two directors shall be elected annually each for a term of three years.

Vacancies on the Board of Directors caused by any reason other than the
removal of a Director by a vote of the Association will be filled for the balance
2017 Amended and Restated Bylaws V.3 Pagell of34
of the term of each directorship by vote of a majority of the remaining
Directors, even though they may constitute less than a quorum, and each
person so elected will be a Director until a successor is elected upon
expiration of the term for which the person was elected by the other
Directors to serve."

"Officers
Designation.
The principal officers of the Association will be a chairperson, a secretary,
and a treasurer, all of whom will be elected by the Directors. The Directors
may appoint an assistant treasurer, an assistant secretary, and any other
officers as in their judgment may be necessary.

Election of Officers.
The officers of the Association are elected by the Board of Directors at the
first meeting following the annual meeting of the owners. Each officer shall
serve for a term of one year.

Removal of Officers.
Upon an affirmative vote of a majority of the members of the Board of
Directors, any officer may be removed, either with or without cause, and a
successor will be elected at any regular or special meeting of the Board of
Directors."

"Chairperson.
The Chairperson is the chief executive officer of the Association. He or she
presides at all meetings of the Association and of the Board of Directors. He
or she has all of the general powers and duties that are usually vested in the
office of president of an association, including, but not limited to, the power
to appoint committees from among the owners from time to time as he or she
may in his or her discretion decide is appropriate to assist in the conduct of
the affairs of the Association. The Chairperson shall serve without
compensation.

Secretary.
The Secretary will keep the minutes of all meetings of the Board of Directors
and the minutes of all meetings of the Association; he or she will have charge
of such books and papers as the Board of Directors may direct; and he or she
will, in general, perform all the duties incident to the Office of Secretary. At
the discretion of the Board of Directors, the Secretary may be compensated at
an amount or rate approved by at least a majority of the Directors.

Treasurer.
The treasurer of the Association ("Treasurer") has responsibility for
Association funds and securities not otherwise held by the managing agent,
and is responsible for keeping full and accurate accounts of all receipts and
disbursements in books belonging to the Association. He or she is responsible
for the deposit of all monies and other valuable effects in the name, and to the
credit, of the Association in such depositories as may from time to time be
designated by the Board of Directors. At the discretion of the Board of
Directors, the Treasurer may be compensated at an amount or rate approved
by at least a majority of the Directors."

LizD3, the OP's first post says this:

Quote:

Posted By LlW on 07/01/2023
If the Board Chairperson sends out written notice of immediate resignation, and asks to stay on the Board, what are the next steps?
i.e.
1. Can they stay on the Board?

The experienced members of HOATalk instantly recognized that the OP was saying the Chairperson is also on the board of directors, meaning the person is both a director and an officer. The only way this would be otherwise is if the OP's association is not complying with state law.

The phrase "board of directors" appears over 100 times in the Oregon Condo Act. Same for the Oregon Nonprofit Corporation Act. See

https://www.oregonlegislature.gov/bills_laws/ors/ors100.html (Oregon Condo Act)

https://www.oregonlegislature.gov/bills_laws/ors/ors065.html (Oregon Nonprofit Corporation Act)

ElleN (Idaho)
Posts: 4,420

Posted:

LlW, thank you for helping readers help you, and doing so with precision.

Can you please read the following carefully? Then would you please ask questions about anything you do not understand? This is a Venn diagram sort of situation, and it might take awhile to fully sink in.

Would you please continue to respond to all questions all readers here ask. Doing so helps enormously and saves time.

Your bylaws confirm the following:

Only directors serve on the board. This means only directors vote at board meetings.

The owners (meaning the membership of the association en masse) elect directors, with one exception. I will leave this exception for a later post.

Officers do not serve on the board. Officers assist the board, as given in the bylaws and state statutes. Officers do not vote at board meetings.

If per chance a person is simultaneously both an officer and a director, then the director votes at board meetings, wearing his or her "director hat" when voting. It's true that it's common for a director to also be an officer.

Officers do not have to simultaneously be directors. Your board may select anyone who meets the qualifications to be an officer, including non-directors. So far I see nothing in the statutes that even requires the officers to be owners in the association. Check your bylaws to see if the bylaws say otherwise.

In other words, it appears the Board has the right to appoint anyone, including outsiders, as officers.

Only the board selects the officers. At your HOA this is done at the first board meeting. Per Oregon statutes, all board meetings must be open to the owners. Owners do not vote at board meetings.

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By LlW on 07/01/2023 4:59 PM

Our Board has six positions. Of those six positions, three of them are: Chairperson; Secretary; Treasurer. Those positions are Officers. The other three positions are Directors. We all have equal votes.

To keep driving home what the Bylaws actually say: The above is incorrect. This board is supposed to have six directors. Some of the directors might simultaneously be appointed (by the board, and only the board) as officers. When there is a board vote, those who are directors vote. Those who are simultaneously both a director and officer vote at board meetings wearing their "director's hat."

Officers provide input at board meetings, as requested by the board of six directors.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

The way around this Catch 22 (all Directors are Officers) is the BOD appoint someone to the BOD to replace the person(s) that resigned and then immediately hold an Officers election. Simple enough.

KerryL1 (California)
Posts: 14,550

Posted:

Re: this OP, the person only is resigning as chair. S/he I still a board member/director.

Your verbiage might be confusing to readers, JohnC, including me. What is your point relative to the OP's questions? I see no "catch 22."

It is very common, if this is what you're saying, that on boards of 3, each director is an officer. Less common but often permitted by the Bylaws, the board of three may appoint a non-director to be an officer. It STILL, however, is a BOARD of 3 and only the 3 directors may vote on Assoc. business.

LlW (Oregon)
Posts: 17

Posted:

Quote:

Posted By ElleN on 07/02/2023 7:46 AM
LlW, thank you for helping readers help you, and doing so with precision.

Can you please read the following carefully? Then would you please ask questions about anything you do not understand? This is a Venn diagram sort of situation, and it might take awhile to fully sink in.

Would you please continue to respond to all questions all readers here ask. Doing so helps enormously and saves time.

Your bylaws confirm the following:

Only directors serve on the board. This means only directors vote at board meetings.

The owners (meaning the membership of the association en masse) elect directors, with one exception. I will leave this exception for a later post.

Officers do not serve on the board. Officers assist the board, as given in the bylaws and state statutes. Officers do not vote at board meetings.

If per chance a person is simultaneously both an officer and a director, then the director votes at board meetings, wearing his or her "director hat" when voting. It's true that it's common for a director to also be an officer.

Officers do not have to simultaneously be directors. Your board may select anyone who meets the qualifications to be an officer, including non-directors. So far I see nothing in the statutes that even requires the officers to be owners in the association. Check your bylaws to see if the bylaws say otherwise.

"Board of Directors

Number and Qualification.

The affairs of the Association are governed by a Board of Directors composed
of 6 persons, each of whom must be an owner or a co-owner of a Unit.
However, if a Unit is owned by more than one owner, only one owner of that
Unit may serve on the Board of Directors at any one time. An officer or
employee of a corporation, a trustee of a trust, a personal representative of an
estate, or an employee of a trust or estate may serve on the Board of
Directors, if the corporation, trust or estate owns a Unit."

In other words, it appears the Board has the right to appoint anyone, including outsiders, as officers.

" Officers

Designation.
The principal officers of the Association will be a chairperson, a secretary,
and a treasurer, all of whom will be elected by the Directors. The Directors
may appoint an assistant treasurer, an assistant secretary, and any other
officers as in their judgment may be necessary.

Election of Officers.
The officers of the Association are elected by the Board of Directors at the
first meeting following the annual meeting of the owners. Each officer shall
serve for a term of one year.

Removal of Officers.
Upon an affirmative vote of a majority of the members of the Board of
Directors, any officer may be removed, either with or without cause, and a
successor will be elected at any regular or special meeting of the Board of
Directors.
2017 Amended and Restated Bylaws V.3 Page 14 of34

Chairperson.
The Chairperson is the chief executive officer of the Association. He or she
presides at all meetings of the Association and of the Board of Directors. He
or she has all of the general powers and duties that are usually vested in the
office of president of an association, including, but not limited to, the power
to appoint committees from among the owners from time to time as he or she
may in his or her discretion decide is appropriate to assist in the conduct of
the affairs of the Association. The Chairperson shall serve without
compensation.

Secretary.
The Secretary will keep the minutes of all meetings of the Board of Directors
and the minutes of all meetings of the Association; he or she will have charge
of such books and papers as the Board of Directors may direct; and he or she
will, in general, perform all the duties incident to the Office of Secretary. At
the discretion of the Board of Directors, the Secretary may be compensated at
an amount or rate approved by at least a majority of the Directors.

Treasurer.
The treasurer of the Association ("Treasurer") has responsibility for
Association funds and securities not otherwise held by the managing agent,
and is responsible for keeping full and accurate accounts of all receipts and
disbursements in books belonging to the Association. He or she is responsible
for the deposit of all monies and other valuable effects in the name, and to the
credit, of the Association in such depositories as may from time to time be
designated by the Board of Directors. At the discretion of the Board of
Directors, the Treasurer may be compensated at an an10unt or rate approved
by at least a majority of the Directors."

Only the board selects the officers. At your HOA this is done at the first board meeting. Per Oregon statutes, all board meetings must be open to the owners. Owners do not vote at board meetings.

LlW (Oregon)
Posts: 17

Posted:

Quote:

Posted By ElleN on 07/02/2023 7:46 AM
LlW, thank you for helping readers help you, and doing so with precision.

Can you please read the following carefully? Then would you please ask questions about anything you do not understand? This is a Venn diagram sort of situation, and it might take awhile to fully sink in.

Would you please continue to respond to all questions all readers here ask. Doing so helps enormously and saves time.

Your bylaws confirm the following:

Only directors serve on the board. This means only directors vote at board meetings.

The owners (meaning the membership of the association en masse) elect directors, with one exception. I will leave this exception for a later post.

Officers do not serve on the board. Officers assist the board, as given in the bylaws and state statutes. Officers do not vote at board meetings.

If per chance a person is simultaneously both an officer and a director, then the director votes at board meetings, wearing his or her "director hat" when voting. It's true that it's common for a director to also be an officer.

Officers do not have to simultaneously be directors. Your board may select anyone who meets the qualifications to be an officer, including non-directors. So far I see nothing in the statutes that even requires the officers to be owners in the association. Check your bylaws to see if the bylaws say otherwise.

"Board of Directors

Number and Qualification.

The affairs of the Association are governed by a Board of Directors composed
of 6 persons, each of whom must be an owner or a co-owner of a Unit.
However, if a Unit is owned by more than one owner, only one owner of that
Unit may serve on the Board of Directors at any one time. An officer or
employee of a corporation, a trustee of a trust, a personal representative of an
estate, or an employee of a trust or estate may serve on the Board of
Directors, if the corporation, trust or estate owns a Unit."

In other words, it appears the Board has the right to appoint anyone, including outsiders, as officers.

" Officers

Designation.
The principal officers of the Association will be a chairperson, a secretary,
and a treasurer, all of whom will be elected by the Directors. The Directors
may appoint an assistant treasurer, an assistant secretary, and any other
officers as in their judgment may be necessary.

Election of Officers.
The officers of the Association are elected by the Board of Directors at the
first meeting following the annual meeting of the owners. Each officer shall
serve for a term of one year.

Removal of Officers.
Upon an affirmative vote of a majority of the members of the Board of
Directors, any officer may be removed, either with or without cause, and a
successor will be elected at any regular or special meeting of the Board of
Directors.
2017 Amended and Restated Bylaws V.3 Page 14 of34

Chairperson.
The Chairperson is the chief executive officer of the Association. He or she
presides at all meetings of the Association and of the Board of Directors. He
or she has all of the general powers and duties that are usually vested in the
office of president of an association, including, but not limited to, the power
to appoint committees from among the owners from time to time as he or she
may in his or her discretion decide is appropriate to assist in the conduct of
the affairs of the Association. The Chairperson shall serve without
compensation.

Secretary.
The Secretary will keep the minutes of all meetings of the Board of Directors
and the minutes of all meetings of the Association; he or she will have charge
of such books and papers as the Board of Directors may direct; and he or she
will, in general, perform all the duties incident to the Office of Secretary. At
the discretion of the Board of Directors, the Secretary may be compensated at
an amount or rate approved by at least a majority of the Directors.

Treasurer.
The treasurer of the Association ("Treasurer") has responsibility for
Association funds and securities not otherwise held by the managing agent,
and is responsible for keeping full and accurate accounts of all receipts and
disbursements in books belonging to the Association. He or she is responsible
for the deposit of all monies and other valuable effects in the name, and to the
credit, of the Association in such depositories as may from time to time be
designated by the Board of Directors. At the discretion of the Board of
Directors, the Treasurer may be compensated at an an10unt or rate approved
by at least a majority of the Directors."

Only the board selects the officers. At your HOA this is done at the first board meeting. Per Oregon statutes, all board meetings must be open to the owners. Owners do not vote at board meetings.

LlW (Oregon)
Posts: 17

Posted:

Quote:

Posted By ElleN on 07/02/2023 7:46 AM
LlW, thank you for helping readers help you, and doing so with precision.

Can you please read the following carefully? Then would you please ask questions about anything you do not understand? This is a Venn diagram sort of situation, and it might take awhile to fully sink in.

Would you please continue to respond to all questions all readers here ask. Doing so helps enormously and saves time.

Your bylaws confirm the following:

Only directors serve on the board. This means only directors vote at board meetings.

The owners (meaning the membership of the association en masse) elect directors, with one exception. I will leave this exception for a later post.

Officers do not serve on the board. Officers assist the board, as given in the bylaws and state statutes. Officers do not vote at board meetings.

If per chance a person is simultaneously both an officer and a director, then the director votes at board meetings, wearing his or her "director hat" when voting. It's true that it's common for a director to also be an officer.

Officers do not have to simultaneously be directors. Your board may select anyone who meets the qualifications to be an officer, including non-directors. So far I see nothing in the statutes that even requires the officers to be owners in the association. Check your bylaws to see if the bylaws say otherwise.

"Board of Directors

Number and Qualification.

The affairs of the Association are governed by a Board of Directors composed
of 6 persons, each of whom must be an owner or a co-owner of a Unit.
However, if a Unit is owned by more than one owner, only one owner of that
Unit may serve on the Board of Directors at any one time. An officer or
employee of a corporation, a trustee of a trust, a personal representative of an
estate, or an employee of a trust or estate may serve on the Board of
Directors, if the corporation, trust or estate owns a Unit."

In other words, it appears the Board has the right to appoint anyone, including outsiders, as officers.

" Officers

Designation.
The principal officers of the Association will be a chairperson, a secretary,
and a treasurer, all of whom will be elected by the Directors. The Directors
may appoint an assistant treasurer, an assistant secretary, and any other
officers as in their judgment may be necessary.

Election of Officers.
The officers of the Association are elected by the Board of Directors at the
first meeting following the annual meeting of the owners. Each officer shall
serve for a term of one year.

Removal of Officers.
Upon an affirmative vote of a majority of the members of the Board of
Directors, any officer may be removed, either with or without cause, and a
successor will be elected at any regular or special meeting of the Board of
Directors.
2017 Amended and Restated Bylaws V.3 Page 14 of34

Chairperson.
The Chairperson is the chief executive officer of the Association. He or she
presides at all meetings of the Association and of the Board of Directors. He
or she has all of the general powers and duties that are usually vested in the
office of president of an association, including, but not limited to, the power
to appoint committees from among the owners from time to time as he or she
may in his or her discretion decide is appropriate to assist in the conduct of
the affairs of the Association. The Chairperson shall serve without
compensation.

Secretary.
The Secretary will keep the minutes of all meetings of the Board of Directors
and the minutes of all meetings of the Association; he or she will have charge
of such books and papers as the Board of Directors may direct; and he or she
will, in general, perform all the duties incident to the Office of Secretary. At
the discretion of the Board of Directors, the Secretary may be compensated at
an amount or rate approved by at least a majority of the Directors.

Treasurer.
The treasurer of the Association ("Treasurer") has responsibility for
Association funds and securities not otherwise held by the managing agent,
and is responsible for keeping full and accurate accounts of all receipts and
disbursements in books belonging to the Association. He or she is responsible
for the deposit of all monies and other valuable effects in the name, and to the
credit, of the Association in such depositories as may from time to time be
designated by the Board of Directors. At the discretion of the Board of
Directors, the Treasurer may be compensated at an an10unt or rate approved
by at least a majority of the Directors."

Only the board selects the officers. At your HOA this is done at the first board meeting. Per Oregon statutes, all board meetings must be open to the owners. Owners do not vote at board meetings.

LlW (Oregon)
Posts: 17

Posted:

Quote:

Posted By ElleN on 07/02/2023 7:46 AM
LlW, thank you for helping readers help you, and doing so with precision.

Can you please read the following carefully? Then would you please ask questions about anything you do not understand? This is a Venn diagram sort of situation, and it might take awhile to fully sink in.

Would you please continue to respond to all questions all readers here ask. Doing so helps enormously and saves time.

Your bylaws confirm the following:

Only directors serve on the board. This means only directors vote at board meetings.

The owners (meaning the membership of the association en masse) elect directors, with one exception. I will leave this exception for a later post.

Officers do not serve on the board. Officers assist the board, as given in the bylaws and state statutes. Officers do not vote at board meetings.

If per chance a person is simultaneously both an officer and a director, then the director votes at board meetings, wearing his or her "director hat" when voting. It's true that it's common for a director to also be an officer.

Officers do not have to simultaneously be directors. Your board may select anyone who meets the qualifications to be an officer, including non-directors. So far I see nothing in the statutes that even requires the officers to be owners in the association. Check your bylaws to see if the bylaws say otherwise.

"Board of Directors

Number and Qualification.

The affairs of the Association are governed by a Board of Directors composed
of 6 persons, each of whom must be an owner or a co-owner of a Unit.
However, if a Unit is owned by more than one owner, only one owner of that
Unit may serve on the Board of Directors at any one time. An officer or
employee of a corporation, a trustee of a trust, a personal representative of an
estate, or an employee of a trust or estate may serve on the Board of
Directors, if the corporation, trust or estate owns a Unit."

In other words, it appears the Board has the right to appoint anyone, including outsiders, as officers.

" Officers

Designation.
The principal officers of the Association will be a chairperson, a secretary,
and a treasurer, all of whom will be elected by the Directors. The Directors
may appoint an assistant treasurer, an assistant secretary, and any other
officers as in their judgment may be necessary.

Election of Officers.
The officers of the Association are elected by the Board of Directors at the
first meeting following the annual meeting of the owners. Each officer shall
serve for a term of one year.

Removal of Officers.
Upon an affirmative vote of a majority of the members of the Board of
Directors, any officer may be removed, either with or without cause, and a
successor will be elected at any regular or special meeting of the Board of
Directors.
2017 Amended and Restated Bylaws V.3 Page 14 of34

Chairperson.
The Chairperson is the chief executive officer of the Association. He or she
presides at all meetings of the Association and of the Board of Directors. He
or she has all of the general powers and duties that are usually vested in the
office of president of an association, including, but not limited to, the power
to appoint committees from among the owners from time to time as he or she
may in his or her discretion decide is appropriate to assist in the conduct of
the affairs of the Association. The Chairperson shall serve without
compensation.

Secretary.
The Secretary will keep the minutes of all meetings of the Board of Directors
and the minutes of all meetings of the Association; he or she will have charge
of such books and papers as the Board of Directors may direct; and he or she
will, in general, perform all the duties incident to the Office of Secretary. At
the discretion of the Board of Directors, the Secretary may be compensated at
an amount or rate approved by at least a majority of the Directors.

Treasurer.
The treasurer of the Association ("Treasurer") has responsibility for
Association funds and securities not otherwise held by the managing agent,
and is responsible for keeping full and accurate accounts of all receipts and
disbursements in books belonging to the Association. He or she is responsible
for the deposit of all monies and other valuable effects in the name, and to the
credit, of the Association in such depositories as may from time to time be
designated by the Board of Directors. At the discretion of the Board of
Directors, the Treasurer may be compensated at an an10unt or rate approved
by at least a majority of the Directors."

Only the board selects the officers. At your HOA this is done at the first board meeting. Per Oregon statutes, all board meetings must be open to the owners. Owners do not vote at board meetings.

LlW (Oregon)
Posts: 17

Posted:

Quote:

Posted By ElleN on 07/02/2023 7:46 AM
LlW, thank you for helping readers help you, and doing so with precision.

Can you please read the following carefully? Then would you please ask questions about anything you do not understand? This is a Venn diagram sort of situation, and it might take awhile to fully sink in.

Would you please continue to respond to all questions all readers here ask. Doing so helps enormously and saves time.

Your bylaws confirm the following:

Only directors serve on the board. This means only directors vote at board meetings.

The owners (meaning the membership of the association en masse) elect directors, with one exception. I will leave this exception for a later post.

Officers do not serve on the board. Officers assist the board, as given in the bylaws and state statutes. Officers do not vote at board meetings.

If per chance a person is simultaneously both an officer and a director, then the director votes at board meetings, wearing his or her "director hat" when voting. It's true that it's common for a director to also be an officer.

Officers do not have to simultaneously be directors. Your board may select anyone who meets the qualifications to be an officer, including non-directors. So far I see nothing in the statutes that even requires the officers to be owners in the association. Check your bylaws to see if the bylaws say otherwise.

"Board of Directors

Number and Qualification.

The affairs of the Association are governed by a Board of Directors composed
of 6 persons, each of whom must be an owner or a co-owner of a Unit.
However, if a Unit is owned by more than one owner, only one owner of that
Unit may serve on the Board of Directors at any one time. An officer or
employee of a corporation, a trustee of a trust, a personal representative of an
estate, or an employee of a trust or estate may serve on the Board of
Directors, if the corporation, trust or estate owns a Unit."

In other words, it appears the Board has the right to appoint anyone, including outsiders, as officers.

" Officers

Designation.
The principal officers of the Association will be a chairperson, a secretary,
and a treasurer, all of whom will be elected by the Directors. The Directors
may appoint an assistant treasurer, an assistant secretary, and any other
officers as in their judgment may be necessary.

Election of Officers.
The officers of the Association are elected by the Board of Directors at the
first meeting following the annual meeting of the owners. Each officer shall
serve for a term of one year.

Removal of Officers.
Upon an affirmative vote of a majority of the members of the Board of
Directors, any officer may be removed, either with or without cause, and a
successor will be elected at any regular or special meeting of the Board of
Directors.
2017 Amended and Restated Bylaws V.3 Page 14 of34

Chairperson.
The Chairperson is the chief executive officer of the Association. He or she
presides at all meetings of the Association and of the Board of Directors. He
or she has all of the general powers and duties that are usually vested in the
office of president of an association, including, but not limited to, the power
to appoint committees from among the owners from time to time as he or she
may in his or her discretion decide is appropriate to assist in the conduct of
the affairs of the Association. The Chairperson shall serve without
compensation.

Secretary.
The Secretary will keep the minutes of all meetings of the Board of Directors
and the minutes of all meetings of the Association; he or she will have charge
of such books and papers as the Board of Directors may direct; and he or she
will, in general, perform all the duties incident to the Office of Secretary. At
the discretion of the Board of Directors, the Secretary may be compensated at
an amount or rate approved by at least a majority of the Directors.

Treasurer.
The treasurer of the Association ("Treasurer") has responsibility for
Association funds and securities not otherwise held by the managing agent,
and is responsible for keeping full and accurate accounts of all receipts and
disbursements in books belonging to the Association. He or she is responsible
for the deposit of all monies and other valuable effects in the name, and to the
credit, of the Association in such depositories as may from time to time be
designated by the Board of Directors. At the discretion of the Board of
Directors, the Treasurer may be compensated at an an10unt or rate approved
by at least a majority of the Directors."

Only the board selects the officers. At your HOA this is done at the first board meeting. Per Oregon statutes, all board meetings must be open to the owners. Owners do not vote at board meetings.

LlW (Oregon)
Posts: 17

Posted:

Quote:

Posted By ElleN on 07/02/2023 7:46 AM
LlW, thank you for helping readers help you, and doing so with precision.

Can you please read the following carefully? Then would you please ask questions about anything you do not understand? This is a Venn diagram sort of situation, and it might take awhile to fully sink in.

Would you please continue to respond to all questions all readers here ask. Doing so helps enormously and saves time.

Your bylaws confirm the following:

Only directors serve on the board. This means only directors vote at board meetings.

The owners (meaning the membership of the association en masse) elect directors, with one exception. I will leave this exception for a later post.

Officers do not serve on the board. Officers assist the board, as given in the bylaws and state statutes. Officers do not vote at board meetings.

If per chance a person is simultaneously both an officer and a director, then the director votes at board meetings, wearing his or her "director hat" when voting. It's true that it's common for a director to also be an officer.

Officers do not have to simultaneously be directors. Your board may select anyone who meets the qualifications to be an officer, including non-directors. So far I see nothing in the statutes that even requires the officers to be owners in the association. Check your bylaws to see if the bylaws say otherwise.

"Board of Directors

Number and Qualification.

The affairs of the Association are governed by a Board of Directors composed
of 6 persons, each of whom must be an owner or a co-owner of a Unit.
However, if a Unit is owned by more than one owner, only one owner of that
Unit may serve on the Board of Directors at any one time. An officer or
employee of a corporation, a trustee of a trust, a personal representative of an
estate, or an employee of a trust or estate may serve on the Board of
Directors, if the corporation, trust or estate owns a Unit."

In other words, it appears the Board has the right to appoint anyone, including outsiders, as officers.

" Officers

Designation.
The principal officers of the Association will be a chairperson, a secretary,
and a treasurer, all of whom will be elected by the Directors. The Directors
may appoint an assistant treasurer, an assistant secretary, and any other
officers as in their judgment may be necessary.

Election of Officers.
The officers of the Association are elected by the Board of Directors at the
first meeting following the annual meeting of the owners. Each officer shall
serve for a term of one year.

Removal of Officers.
Upon an affirmative vote of a majority of the members of the Board of
Directors, any officer may be removed, either with or without cause, and a
successor will be elected at any regular or special meeting of the Board of
Directors.
2017 Amended and Restated Bylaws V.3 Page 14 of34

Chairperson.
The Chairperson is the chief executive officer of the Association. He or she
presides at all meetings of the Association and of the Board of Directors. He
or she has all of the general powers and duties that are usually vested in the
office of president of an association, including, but not limited to, the power
to appoint committees from among the owners from time to time as he or she
may in his or her discretion decide is appropriate to assist in the conduct of
the affairs of the Association. The Chairperson shall serve without
compensation.

Secretary.
The Secretary will keep the minutes of all meetings of the Board of Directors
and the minutes of all meetings of the Association; he or she will have charge
of such books and papers as the Board of Directors may direct; and he or she
will, in general, perform all the duties incident to the Office of Secretary. At
the discretion of the Board of Directors, the Secretary may be compensated at
an amount or rate approved by at least a majority of the Directors.

Treasurer.
The treasurer of the Association ("Treasurer") has responsibility for
Association funds and securities not otherwise held by the managing agent,
and is responsible for keeping full and accurate accounts of all receipts and
disbursements in books belonging to the Association. He or she is responsible
for the deposit of all monies and other valuable effects in the name, and to the
credit, of the Association in such depositories as may from time to time be
designated by the Board of Directors. At the discretion of the Board of
Directors, the Treasurer may be compensated at an an10unt or rate approved
by at least a majority of the Directors."

Only the board selects the officers. At your HOA this is done at the first board meeting. Per Oregon statutes, all board meetings must be open to the owners. Owners do not vote at board meetings.

LlW (Oregon)
Posts: 17

Posted:

I don't know why it posted my last response so many times, and I don't know how to delete all of the duplicates. Can someone remove them, or tell me if there is a way for me to do so.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

Posted By JohnC46 on 07/01/2023 2:02 PM
... snip ...
Personally I have never seen a BOD where all Directors were also an Officer. An Officer can resign their Officer's position and they are still a Member of the BOD. Our BOD of five has President, VP, Treasurer, Secretary. We have run with a few at 3, Pres., VP/Treasurer, Secretary

It's common with smaller boards. My community has 3 directors and 3 officer positions. My first condo community was one of those tiny ones (6 units), and we had a 2-person board with 2 officer positions (president and secy/treasurer). (We were one of the first condo communities in the city, and it was a learning experience for everyone including developers.)

KerryL1 (California)
Posts: 14,550

Posted:

JohnC wrote: "Personally I have never seen a BOD where all Directors were also an Officer. An Officer can resign their Officer's position and they are still a Member of the BOD. Our BOD of five has President, VP, Treasurer, Secretary. We have run with a few at 3, Pres., VP/Treasurer, Secretary."

So, and I think you've written that at present, Joe hoc, your board is three members and each also is an officer. As I noted elsewhere, this is very common where each director also is an officer on a board of three.