Upcoming Officer Elections; VP wants to be President

We have our elections coming up for board officers and our state of Florida statues as well as our neighborhoods Bylaws do not cover anything regarding elections of officers. Therefore, we created an "Election Policy" that the entire board agreed to an put in place at a prior official meeting, but this situation is not covered in that policy document either.

My question is, our VP has submitted paperwork to challenge for the role of President and the concern is the possibility of our VP holding two director positions. To negate this issue, would it be reasonable to require our VP to vacate her current position prior to holding elections in order to officially challenge for a new officer position?

Our board has 5 directors only, this is a neighborhood under FS 720 and I am a current serving director. Our bylaws do not address elections other than they are to be held every two years and require a quorum.

In California corporations, one person can be 2 officers but in or HOA by-laws, they can't.

Considering this is not for vacant positions but rather open elections after a two year term, candidates running for the board state which position they are running for as all positions are currently filled.

Yeah, you and your fellow directors do not understand (1) the difference between officers and directors; and (2) FS 617.

You all should hire an attorney to explain this to you.

Ellen & JohnC re exactly right, Chris. No way should officer positions be on the ballot for owners to elect directors. That is completely wrong. See Elle's citation above in BOLD: "... all officers shall be elected or appointed by the board of directors annually." ONLY the directors on a board elect officers.

This generally is done at an open meeting of the board immediately following the announcing of the election results at the meeting of the members (owners). Some states call this board meeting an "organizational meeting." Sticking with Elle's citation, officers serve only for one year--until this board meeting to elect officers. Therefore, at this meeting, this woman no longer is VP. I suppose it's OK if she gives her resume or whatever to the rest of the Board at that meeting to try to get them to vote for her, but I've never heard of that behavior.

At this organizational meetings, directors nominate self or another for an officer position. The nomination must be seconded. Directors vote on each officer position.

Based on what you wrote above Chris, the policy your board invented is mostly useless and parts of it violate FL 617.0840.

I see the citation above states that something about officers and elections might be in your Articles of Incorporation. did you read them?

With the post count at zero, it appears that the OP has left the forum.

Though the OP has left the house, this topic--the distinction between offices & directors is-- from what I've seen here, the MOST misunderstood among posters no matter their role or length of time in their association.

FL617.0484 is, I'm guessing, very similar to requirements in most other states. There'll be differences in the details. In CA Corps Codes for instance, there must be a president, sec'y & treasurer.

Further differences can be found in the Bylaws. To Cathy & JohnC's points, bylaws might specify what offices can be held simultaneously. In my HOA, the president may not simultaneously be the treasurer or secretary. Cathy & John both may want to check their own Bylaws or perhaps Articles. It could be there's been a Board "practice" for many years with no written requirements.

My understanding about the reasoning in my HOA is that signatures of both officers are required to withdraw more than $300 from reserves. In my HOA both the secretary and the president sign meeting minutes.

Additional info is that many, perhaps most Bylaws permit boards to appoint non- directors as officers. For a several-month period, such a person was appointed treasurer in my HOA as no director wanted that task. As such, these officers have NO vote at board meetings because only directors vote at board meetings.

Some bylaws also permit Boards to appoint an officer of their own designation, say, "assistant secretary." Again, that person would have no board vote.