Non-Director Officers?

Started by BillD16 • 8 replies • 231 views

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BillD16 (Texas)
Posts: 971

Posted:

Howdy again from Texas!

*sigh* I think my Board is again trying some Funny Business. We have a Regular Open Meeting coming up. The other Member says he'd like to serve as President. He's clueless, but oh well.

My Board is down to 3 Directors (myself and two others)(two "Members" and one "Secretary")(Bylaws say we should have 5 Directors).

We're in the process of drawing up the meeting agenda for the upcoming meeting and one of the items is "Ratify Officer Positions".

Our Bylaws state "The officers of the Association shall be a President, a VP, a Secretary, and a Treasurer, all of whom shall be elected by the Board, and such assistant officers as the Board shall, from time to time, elect. Such officers may, but need not be Directors."

I'm interpreting this as "The Board can elect anyone to be an Officer". Am I wrong? (the only out I can see is that maybe only "assistant officers" can be non-Directors; I'm not at all confident about that interpretation). I suspect that the other Board Members may be looking to bring on-board someone gnarly as an Officer.

Is there anything I can do to prevent this? Any wording on the agenda that technically limits the Board to selecting a President from the existing Directors?

On the bright side: I believe that non-Director Officers in Texas do not have a vote on the Board. Also, they only serve until the next Annual Meeting.

I'm open to y'all telling me I'm being paranoid. I'm open to any thoughts or advice.

Thank you,

Bill

PS: if you're interested in background, there's this entire odd chain of events that have led to our pool permit being denied and no-one is certain when the pool will open; it's about a month late already, people are steamed, and bringing on a new Officer might be part of a scheme to dodge blame. Pure speculation on my part.

HOA Board ex-President
Austin, Texas USA

“You can’t put too much water in a nuclear reactor”

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By BillD16 on 05/09/2024 9:57 AM

Our Bylaws state "The officers of the Association shall be a President, a VP, a Secretary, and a Treasurer, all of whom shall be elected by the Board, and such assistant officers as the Board shall, from time to time, elect. Such officers may, but need not be Directors."

I'm interpreting this as "The Board can elect anyone to be an Officer". Am I wrong?

You are correct.

Quote:

Posted By BillD16 on 05/09/2024 9:57 AM

Is there anything I can do to prevent this?

No. I do not even seen any officer qualification requirements in TPC 209 and BO 22.

Quote:

Posted By BillD16 on 05/09/2024 9:57 AM
On the bright side: I believe that non-Director Officers in Texas do not have a vote on the Board.

Correct. When the board has a vote, officers do not vote.

At HOATalk, I suggest when referring to someone who is an officer or director, use wording like the following: President-Director Jones; Treasurer-Non-Director Gallegos; et cetera.

Otherwise it takes forever to figure out what some OPs here are trying to say. The typical newbie thinks officers and directors are synonymous. They are not.

BillD16 (Texas)
Posts: 971

Posted:

Quote:

Posted By ElleN on 05/09/2024 10:22 AM

You are correct.

Quote:

Posted By BillD16 on 05/09/2024 9:57 AM

Is there anything I can do to prevent this?

No. I do not even seen any officer qualification requirements in TPC 209 and BO 22.

Quote:

Posted By BillD16 on 05/09/2024 9:57 AM
On the bright side: I believe that non-Director Officers in Texas do not have a vote on the Board.

*chuckle* Thank you! I like the 'extended names'.

I can understand how a Board might want to bring on a Treasurer who is not a Director (because they may possess some rarified skills). But I'm not certain what purpose there is in being "President Non-Director".

My suspicion is that my Board may offer the President position to a person who was President a couple of years ago, who dislikes me intensely, purely for the purpose of annoying me. I dislike even putting words to that, because I suspect many of you already suspect I'm a raving paranoid. But with the crowd I'm dealing with, I can see it happening.

I'm going to practice saying "Yes, President-Non-Board-Member Bubba?" How does "Non-Voting-President Bubba" sound?

Bill

HOA Board ex-President
Austin, Texas USA

“You can’t put too much water in a nuclear reactor”

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By BillD16 on 05/09/2024 10:38 AM
My suspicion is that my Board may offer the President position to a person who was President a couple of years ago, who dislikes me intensely, purely for the purpose of annoying me. I dislike even putting words to that, because I suspect many of you already suspect I'm a raving paranoid. But with the crowd I'm dealing with, I can see it happening.

To me this begs this question: Should a non-director President preside at exec sessions, where say litigation is being discussed? I am inclined to say the board needs to select a director to preside at exec sessions.

Otherwise for open meetings, I agree that a rogue president can make a director's life difficult, especially if there is a rogue board majority.

Quote:

Posted By BillD16 on 05/09/2024 10:38 AM
I'm going to practice saying "Yes, President-Non-Board-Member Bubba?" How does "Non-Voting-President Bubba" sound?

I am suggesting this language for this forum only. Trying to extract this information (about who is an officer and who is a director) from newbies here, especially when it is almost guaranteed the newbie thinks all officers are also directors, is a chore.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Oddly enough, I was recently appointed to an officer position in my community.

I actually suggested this. We had an unexpected resignation and two solid candidates to replace the ex-director. The existing board members wanted to appoint both of us, but I explained that we would have to amend our bylaws and having 4 directors means there could be tie votes. I thought that the other candidate was very capable and would bring fresh ideas to the board, and recommended that they appoint him to the vacant position. My officer position is basically being a walking encyclopedia, which suits me to a T.

But to answer some of Bill's questions:

* I don't vote, and I don't count toward quorum.

* I can't be part of any executive sessions, especially if the attorney is involved with some of the issues being discussed. (That would breach attorney-client privilege, which could seriously impair the association's chances if we wind up in court.)

* I can help the board with their routine duties such as writing the newsletter as long as they don't involve confidential information. I can also help when they're feeling overwhelmed because that first year of board service can be A Lot. (Our longest serving current board member has been on the board for nine months, the rest less than two months. We had some drama due to fallout from last summer's complete replacement of our board.)

* What we're doing isn't shady because they didn't appoint me in lieu of filling the vacant board position - I'm "in addition to". I have special expertise thanks to 14+ years of condo board service plus 18 years of working for the builder. I know our homes from being inside them while they were under construction. There is literally no one else in my community who knows what I do, and I view my main task as teaching everyone else so that this knowledge doesn't get lost.

I'm pleased to announce that we've finally sorted out the difference between directors and officers, which the board has gotten wrong ever since I stepped down. Life's little victories...

JeffT2 (Iowa)
Posts: 880

Posted:

Quote:

Posted By BillD16 on 05/09/2024 9:57 AM
We're in the process of drawing up the meeting agenda for the upcoming meeting and one of the items is "Ratify Officer Positions". telling me I'm being paranoid. I'm open to any thoughts or advice.

Is it possible they don't know the difference between directors and officers, and they are actually trying to appoint another director (which is usually allowed by law and bylaws)?

BillD16 (Texas)
Posts: 971

Posted:

Quote:

Posted By JeffT2 on 05/09/2024 2:55 PM

Is it possible they don't know the difference between directors and officers, and they are actually trying to appoint another director (which is usually allowed by law and bylaws)?

I’ve wondered about that. Not that there’s much I can do about it.

I found out today that one of the other members has been lying to me for over a week, trying to sneak an item onto the agenda. I mean: I caught them red-handed. And there’s really nothing I can do about it, and nobody cares. I’m going to think it over, but I think I’ve reached the end and I’m going to quit completely. It’ll probably be for the best.

Bill

HOA Board ex-President
Austin, Texas USA

“You can’t put too much water in a nuclear reactor”

BillD16 (Texas)
Posts: 971

Posted:

Quote:

Posted By CathyA3 on 05/09/2024 12:29 PM
Oddly enough, I was recently appointed to an officer position in my community.

I actually suggested this. We had an unexpected resignation and two solid candidates to replace the ex-director. The existing board members wanted to appoint both of us, but I explained that we would have to amend our bylaws and having 4 directors means there could be tie votes. I thought that the other candidate was very capable and would bring fresh ideas to the board, and recommended that they appoint him to the vacant position. My officer position is basically being a walking encyclopedia, which suits me to a T.

But to answer some of Bill's questions:

* I don't vote, and I don't count toward quorum.

* I can't be part of any executive sessions, especially if the attorney is involved with some of the issues being discussed. (That would breach attorney-client privilege, which could seriously impair the association's chances if we wind up in court.)

* I can help the board with their routine duties such as writing the newsletter as long as they don't involve confidential information. I can also help when they're feeling overwhelmed because that first year of board service can be A Lot. (Our longest serving current board member has been on the board for nine months, the rest less than two months. We had some drama due to fallout from last summer's complete replacement of our board.)

* What we're doing isn't shady because they didn't appoint me in lieu of filling the vacant board position - I'm "in addition to". I have special expertise thanks to 14+ years of condo board service plus 18 years of working for the builder. I know our homes from being inside them while they were under construction. There is literally no one else in my community who knows what I do, and I view my main task as teaching everyone else so that this knowledge doesn't get lost.

I'm pleased to announce that we've finally sorted out the difference between directors and officers, which the board has gotten wrong ever since I stepped down. Life's little victories...

Thank you for sharing this. I know that you’ve put a lot of thought and effort into trying to save your community from falling into the muck, and I’m glad that you seem to have been highly successful!

Bill

HOA Board ex-President
Austin, Texas USA

“You can’t put too much water in a nuclear reactor”

KerryL1 (California)
Posts: 14,550

Posted:

Good for you & for your community, Cathy! Everyone benefits!

I think BillD's Bylaws are a little ambiguous about whether any office or created office can by filled a non-director. One reason is Ive seen on this site a few time that any office except that of president can be filled by a non-director. Given theta, I think checking the appropriate TX nonprofit corps. code "Officers" might be useful.

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