Resignation of our POA President

We have a dilemma in our community now and I would like some advice on how to resolve it.
We have a POA board of a President, Vice President, Secretary, treasurer & 2 Directors. One person holds the position of President one holds the position of Vice president and one person holds the position of Treasure & Secretary which are all of the “Official Officers” positions on the board. It is my understanding that in order to fulfill a “Quorum” at the start of the meeting there must be 3 “Official Officers” to establish that “Quorum” requirement in order to continue with business. Under Texas regulations, a Board may operate without a Vice President position filled as long as it meets the requirement of the 3 positions remaining President, Secretary & Treasure.

Now the dilemma arises on how the votes shall be counted for the position that the one person holding the Treasure & Secretary position. It is my understanding that this person while only being one person yet holding 2 “Official Officer” positions should vote 2 times, not once. Once for each position that is held. I hold this position because it would be the same if one of the Directors was voted in to be the Treasurer or Secretary and then he or she would cast a vote based on that position and not because of a physical person requirement but upon a “Official Officer” position within the board. Our CC&Rs & Bylaws do not cover this incident.

Please correct me if I am incorrect in this view, comments are welcome as usual.
Respectfully,

Directors and Officers are two different positions.
If filled by the same individual (which is often the case), it's like having two jobs.

Directors make the decisions for the Association.

Officers implement those decisions and perform the day to day tasks of running the association.

By my count, you have 5 seats for directors.

One resigns, there are four directors remaining. Each director gets one vote.
Officers do not vote at board meetings (however, the individual holding both a director and officer position gets to cast their one vote as a director).

A quorum is based on the number of directors that show up, not the number of officers.

See:

Board of Directors Versus Officers: A Break-Down Explanation from election buddy

The Difference Between Directors & Officers in your HOA from a law firm

Understanding the Difference Between HOA Directors and Officers from a management firm

I'm confused. Are you talking about a board meeting or the annual meeting?

If a board meeting, then you need a quorum/majority of directors (board members). Officers are different things, although usually the official officer positions are filled by the board members. The board appoints the officers, not the homeowners.

At an annual meeting, you need a quorum of homeowners (not board members). They do the voting.

If you have one open position on the board that need to be filled, homeowners will cast one vote each. If you have two open positions on the board, homeowners will cast two votes each. And so on.

If a current board member is attending either of these meetings and they hold two officer positions, they still only get one vote. They're not voting as an officer. They are voting either as a director or as a homeowner.

(It can help to think of an officer position as a job description. A director who holds an officer position isn't two people - they're one person with a specific set of duties.)

No. It's one vote per director/board member (NOT one vote per officer). This director has two "jobs" (as Tim said) but he is not two directors.

Kenneth. Please read Tim's very clear explanation. Each director on a board gets one vote at a board meeting whether or not the director is an officer.

If you read your Bylaws with the distinction in mind between officers & directors you'll understand. Bylaws often have two different sections one on directors and a different one on officers.

Kenneth wrote: "It is my understanding that in order to fulfill a “Quorum” at the start of the meeting there must be 3 “Official Officers” to establish that “Quorum.” I believe your "understanding" is INcorrect. Whatever you read/heard is that there must be 3 DIRECTORS to establish quorum.

You have no dilemma. So long as three directors are present at your board meetings, you may conduct business, i.e., motion & vote. So....only three directors are needed to select a new president. Sometimes, Boards decide that a current officer, say the secretary/treasurer, should be the new president . So at the same meeting, the Board would vote that Sal is the new president. A different motion would be that Kim be the sec'y/treasurer.

It's a little more complicated than that, but I hope you get the picture, Kenneth.