Director election but no officer election

TerriS6 (California)
Posts: 3,284

Posted:

We had a director election in June where only the incumbents were the only 5 candidates but they've not elected officers and there is no meeting scheduled. How does that affect what the directors do in the meantime? Bylaw require annual officer election immediately following director election.

SheliaH (Indiana)
Posts: 6,964

Posted:

You don't say when in June this occurred - as I write this we have 8 days left in July (including the weekends). Might they be scheduling something later this week? How immediate is immediate - the day of the election or during the next board meeting? If these are all incumbents, is it possible everyone will keep the same positions they had before? Usually, homeowners elect the board members and they appoint officers from among themselves.

All of that said, you'll have to read the rest of your documents to see what each officer is supposed to do to determine how that will effect their activities. They can still have meetings and vote to do something (or not), so the only issue I see is who would sign contracts on behalf of the association (usually the president or secretary). If you don't have anything coming up where a contract will need to be signed, you might not have to worry about anything for now.

Oh, you DID ask someone on the board about this, didn't you? IF so, what was the response, and if you didn't, why not? Then again, in light of the back and forth that's been going on between you and the board, maybe you should ask someone else to pose the question.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

TerriS6 (California)
Posts: 3,284

Posted:

Quote:

Posted By SheliaH on 07/24/2023 8:28 AM
You don't say when in June this occurred - as I write this we have 8 days left in July (including the weekends). Might they be scheduling something later this week? How immediate is immediate - the day of the election or during the next board meeting? If these are all incumbents, is it possible everyone will keep the same positions they had before? Usually, homeowners elect the board members and they appoint officers from among themselves.

All of that said, you'll have to read the rest of your documents to see what each officer is supposed to do to determine how that will effect their activities. They can still have meetings and vote to do something (or not), so the only issue I see is who would sign contracts on behalf of the association (usually the president or secretary). If you don't have anything coming up where a contract will need to be signed, you might not have to worry about anything for now.

Oh, you DID ask someone on the board about this, didn't you? IF so, what was the response, and if you didn't, why not? Then again, in light of the back and forth that's been going on between you and the board, maybe you should ask someone else to pose the question.

June 6.
Officer election has to be done at open meeting. None scheduled.
Our legal services contract expired in February but law firm was billing for work done afterward.
Haha, no I didn't ask the board, they do not communicate.

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By TerriS6 on 07/24/2023 7:59 AM
We had a director election in June where only the incumbents were the only 5 candidates but they've not elected officers and there is no meeting scheduled. How does that affect what the directors do in the meantime? Bylaw require annual officer election immediately following director election.

A few observations, from where I am sitting:

-- So far I see nothing in D-S or the corporate code requiring an organizational meeting where officers are elected.

-- So far I see nothing in D-S or the corporate code that says an officer is no longer in office just because an annual election for directors occurred.

-- So far, and based on a lot of statute reading and discussion over the years, I think an officer remains in office until the board has replaced him or her or the officer resigns. It's the same idea as directors who, say, have one-year terms but at the annual election where their one-year term is ostensibly up, a quorum is not reached. Corporate statutes typically say the directors continue on the board until they resign or are replaced. Hence those whose one year term has expired nonetheless continue as directors.

-- It seems to me the board has enough wiggle room that it could lawfully claim those in the officer positions the day before the election are still in those officer positions.

-- This is not a hill on which I would want to do battle.

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By TerriS6 on 07/24/2023 8:50 AM
Our legal services contract expired in February but law firm was billing for work done afterward.

I would keep in mind that nothing is stopping the board from refusing to pay the bill. That the board keeps paying the bill is enough evidence for me that nothing is way out of line here.

It is possible that in California, the contract continues until someone stops paying the bill and so on.

This is another hill on which I would not want to do battle.

TerriS6 (California)
Posts: 3,284

Posted:

Quote:

Posted By ElleN on 07/24/2023 9:00 AM

Posted By TerriS6 on 07/24/2023 8:50 AM
Our legal services contract expired in February but law firm was billing for work done afterward.

I would keep in mind that nothing is stopping the board from refusing to pay the bill. That the board keeps paying the bill is enough evidence for me that nothing is way out of line here.

It is possible that in California, the contract continues until someone stops paying the bill and so on.

This is another hill on which I would not want to do battle.

Board can't make contract longer than 1yr w/o vote of membership with a few exceptions.

TerriS6 (California)
Posts: 3,284

Posted:

Quote:

Posted By ElleN on 07/24/2023 8:56 AM

Posted By TerriS6 on 07/24/2023 7:59 AM
We had a director election in June where only the incumbents were the only 5 candidates but they've not elected officers and there is no meeting scheduled. How does that affect what the directors do in the meantime? Bylaw require annual officer election immediately following director election.

A few observations, from where I am sitting:

-- So far I see nothing in D-S or the corporate code requiring an organizational meeting where officers are elected.

-- So far I see nothing in D-S or the corporate code that says an officer is no longer in office just because an annual election for directors occurred.

-- So far, and based on a lot of statute reading and discussion over the years, I think an officer remains in office until the board has replaced him or her or the officer resigns. It's the same idea as directors who, say, have one-year terms but at the annual election where their one-year term is ostensibly up, a quorum is not reached. Corporate statutes typically say the directors continue on the board until they resign or are replaced. Hence those whose one year term has expired nonetheless continue as directors.

-- It seems to me the board has enough wiggle room that it could lawfully claim those in the officer positions the day before the election are still in those officer positions.

-- This is not a hill on which I would want to do battle.

Yes open mtg required in DS.
Director stays director but not officer.
This is not a battle, it's a curiosity.

KerryL1 (California)
Posts: 14,550

Posted:

I agree Terri, that Davis-Stirling does require an organizational meeting soon after the annual meeting that elects directors.Your Bylaws probably say th same. Ours Do. But your Board sounds ignorant based on your previous posts and probably thinks that they just want to all keep their current officer positions.

Continuing over one year is not the same as permitting a contract to exceed one year.

So...what do you propose to do about their error?

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By TerriS6 on 07/24/2023 9:03 AM

Board can't make contract longer than 1yr w/o vote of membership with a few exceptions.

I will assume your bylaws say this.

The Board's not 'making' a contract. The board is continuing a contractual arrangement. I think there's still enormous wiggle room here, like big enough to drive a semi-truck through, if only because attorneys bill by the hour.

I still would not raise this issue. I mean, after the contract "expired," the board or manager (per the manager's contract with the HOA) asked the attorney's advice on xyz. The attorney spent an hour of researching the answer. I guess some owners might say the board did not have to pay for this. The board nevertheless did. Now it's some kind of difference of opinion between an owner and the board. I would not pursue this.

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By TerriS6 on 07/24/2023 9:06 AM

Yes open mtg required in DS.
Director stays director but not officer.

I find nothing to support this and much to oppose it, as noted above.

TerriS6 (California)
Posts: 3,284

Posted:

Quote:

Posted By KerryL1 on 07/24/2023 9:17 AM
I agree Terri, that Davis-Stirling does require an organizational meeting soon after the annual meeting that elects directors.Your Bylaws probably say th same. Ours Do. But your Board sounds ignorant based on your previous posts and probably thinks that they just want to all keep their current officer positions.

Continuing over one year is not the same as permitting a contract to exceed one year.

So...what do you propose to do about their error?

I'm not doing anything about it. I was just curious. A technical question. Inquiring minds want to know.

TerriS6 (California)
Posts: 3,284

Posted:

Quote:

Posted By ElleN on 07/24/2023 9:18 AM

Posted By TerriS6 on 07/24/2023 9:03 AM

Board can't make contract longer than 1yr w/o vote of membership with a few exceptions.

I will assume your bylaws say this.

The Board's not 'making' a contract. The board is continuing a contractual arrangement. I think there's still enormous wiggle room here, like big enough to drive a semi-truck through, if only because attorneys bill by the hour.

I still would not raise this issue. I mean, after the contract "expired," the board or manager (per the manager's contract with the HOA) asked the attorney's advice on xyz. The attorney spent an hour of researching the answer. I guess some owners might say the board did not have to pay for this. The board nevertheless did. Now it's some kind of difference of opinion between an owner and the board. I would not pursue this.

Not the bylaws, the declaration. Just another example of how our board does whatever it wants.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Our MC and landscaping contracts were for one year with automatic renewal unless one party cancels within 30 days of renewal. We do not need member approval for these contracts.

TerriS6 (California)
Posts: 3,284

Posted:

Quote:

Posted By JohnC46 on 07/25/2023 12:03 PM
Our MC and landscaping contracts were for one year with automatic renewal unless one party cancels within 30 days of renewal. We do not need member approval for these contracts.

Our board can contract for utilities (assoc has none), property management (assoc has none), and insurance for more than one year but all other contracts over one year need membership vote.

KerryL1 (California)
Posts: 14,550

Posted:

Wow, many CC&Rs say contacts must not be over one year with notable exceptions. But your CC&Rs, Terri, say Owners must vote for contracts. o longer than one year? Please provid the exact wording.

TerriS6 (California)
Posts: 3,284

Posted:

Quote:

Posted By KerryL1 on 07/25/2023 2:36 PM
Wow, many CC&Rs say contacts must not be over one year with notable exceptions. But your CC&Rs, Terri, say Owners must vote for contracts. o longer than one year? Please provid the exact wording.

Here you go;

10) Board Powers Limitation. The board shall not take any of the following actions, except with the vote or written assent of a majority of the votes of owners (other than the Declarant): a) Entering into a contract with a third person wherein the third person will furnish goods or services for a term longer than one year with the following exceptions: 1) A management contract, the terms of which have been approved by the Federal Housing Administration or Veterans Administration. 2) A contract with a public utility company if the rates charged for the materials or services are regulated by the Public Utilities Commission provided, however, that the term of the contract shall not exceed the shortest term for which the supplier will contract at the regulated rate. 3) Prepaid casualty and/or liability insurance policies of not to exceed three years duration provided that the policy permits for short term cancellation by the insured.

ElleN (Idaho)
Posts: 4,420

Posted:

Supposedly the board has continued with the attorney whose contract expired in February. This is still not evidence that the board made a contract for more than one year.

TerriS6 (California)
Posts: 3,284

Posted:

Quote:

Posted By ElleN on 07/25/2023 5:25 PM
Supposedly the board has continued with the attorney whose contract expired in February. This is still not evidence that the board made a contract for more than one year.

There you go twisting things again. I never said it was. Kerry asked for the language.

ElleN (Idaho)
Posts: 4,420

Posted:

Huh. And yet you raised the one-year limit as an issue:

Quote:

Posted By TerriS6 on 07/24/2023 9:03 AM
Board can't make contract longer than 1yr w/o vote of membership with a few exceptions.

TerriS6 (California)
Posts: 3,284

Posted:

ElleN, feel free to refrain from bullying others to build up your ego. You are dishonest and anti-social.

ElleN (Idaho)
Posts: 4,420

Posted:

TerriS6, I so appreciate your and DH's little admissions now and then that lo and behold, you haven't a case. It shows growth. This is what this forum is all about.

You all have a pleasant evening now.

TerriS6 (California)
Posts: 3,284

Posted:

ElleN should be banned from this forum for repeatedly lying, deliberately misrepresenting what posters write, and for doing nothing but stirring up contention for absolutely no good purpose whatsoever.

KerryL1 (California)
Posts: 14,550

Posted:

Thank you for the CC&R wording, Terri.

TerriS6 (California)
Posts: 3,284

Posted:

Quote:

Posted By KerryL1 on 07/25/2023 6:53 PM
Thank you for the CC&R wording, Terri.

Kerry, you’re welcome.