Annual BOD Elections Concerns and Questions

First a question because I may have missed it: are the three board terms staggered? By this I meant that one term expires every year, someone is elected to fill that term, and at the end of the term the incumbent must either run for re-election or step down.

I'm going to assume that your terms are staggered. It's pretty common and can lead to chaos otherwise.

Regarding your questions about leap frogging, it helps to understand the difference between a director (ie. board member) and an officer.

Directors normally are elected by the membership at the annual election. These directors then decide who is going to fill which officer position, generally based on the person's interests and skills. Think of the officer positions as job descriptions.

Directors/board members serve at the pleasure of the membership, are elected by them, and can be removed by them. Removal usually only happens if a board member is clearly failing in their duties or is doing something bad (eg. embezzling).

If a director resigns prior to the end of his term and before the annual election, the remaining board members generally appoint a replacement to complete the remained of the vacant term (*). This is the only exception to the membership controlling who is on the board. (* There are some nuances to what is considered "the remainder of the term". I won't get into that now because it's confusing.)

Regarding leap frogging: I'm going to assume that you mean a board member whose term has expired decides to just jump into another term. If someone's term expires, then he's off the board unless he is re-elected by the membership to a new three-year term (the usual route) or is appointed by the board to a term that is currently vacant but won't expire for some time. In both cases, the decision is in the hands of someone other than the person whose term expired.

Where this can get confusing is that many community's boards are revolving doors, with people resigning before the end of their terms and new people being appointed (assuming anyone is willing to serve). It can indeed look like someone is playing games. And in fact occasionally someone will deliberately leap frog, either through ignorance or through deliberate misbehavior. We had an instance of the first situation (ignorance) in my community. I'd been appointed to fill an empty term and was trying to sort out who was serving which term (we have staggered three-year terms). Our board president, who was supposed to stand for re-election at the previous annual meeting, casually mentioned that she's just stepped into a new three-year term without being elected. I got bug-eyed and said "OMG no - you can't do that, you're not actually on the board right now". We sorted things out promptly (with the association attorney's blessing because our technically-not-a-board-member had signed some contracts during this period). This is a big deal since it could invalidate board actions taken while this person's status was up in the air, including the signed contracts.

It's also confusing to observers because bona fide directors can change officer positions - and in fact it appears your bylaws require it. This is unusual, and IMHO it's counterproductive. If you have a treasurer with financial skills, why on earth would you want to replace him with someone who doesn't understand math or money? I understand maybe wanting to develop wider expertise among board members. But given the usual rapid turnover on community association boards (it's the norm for condominiums), then I think it's an unrealistic goal. People who don't understand math and money won't understand it any better if forced to deal with it - they'll either do nothing at all (you hope) or they'll make messes that have to be cleaned up. If I were on your board, I'd recommend amending your bylaws to remove the 1-year limit on officer positions. It's not going to happen no matter how hard the board tries to comply, and boards have better things to worry about.

Holding multiple officer positions is fine, with some exceptions. I was Secretary/Treasurer in the first condo community I served in. You do want someone who can act if the president can't or won't act. You don't want the person who signs contracts also to cut checks - it makes embezzlement too easy, and auditors will generally cite it.

This is a lot of information, and I see that I used the word "confusing" a lot. :-) In short: homeowners elect directors/board members. Directors appoint officers. Directors are the decision makers for the HOA (they vote on matters before the board). They may have other duties according to which officer position they hold.

Please ask questions if something I said doesn't make sense to you.

Now that the background info is out of the way... :-)



For these elections, the first is clearly a problem. No action may be taken at any association meeting (including board meetings) without a quorum of the relevant participants.

When a community fails to make quorum at the annual meeting, it's possible that they're allowed to re-try with a lower quorum number. This will depend on your bylaws and/or state laws governing your type of community association (or non=profit corporate law if your state doesn't have specific community association laws). If they fail at achieving the lower quorum number, then the current board remains in place and you try again next year. So you kinda got it right and kinda got it wrong (possibly).

For the third, it's good that the invalid board member resigned. The reason doesn't matter for a resignation - one is as good as another. The board would normally appoint a new director person to the now-vacant position. (Your bylaws should address this since vacancies are common.)

I'll note that the nominating committee should be vetting candidates. On the other hand, if your bylaws allow for nominations from the floor, an invalid candidate can easily get elected. I'll also note that the definition of "owner" varies by state. In my state, someone who is legally married to the person whose name is on the deed is considered an owner and eligible to serve on the board - they don't also have to be listed on the deed.



This language is very common. It says that the officers serve at the pleasure of the board and may be removed with or without cause. If the board agrees that someone else would be better in the treasurer position, then they can remove the current person even if that person really really really wants to stay on as treasurer. The sentence about the President not being the Secretary or Assistance Secretary boils down to the duties of these last two officers. One of them is acting for the President if the President is unavailable. If one person fills all three positions, then you have no backup - and this can be bad.

So, the membership doesn't elect or appoint officers. They elect the directors/board members. The directors then decide who will fill the officer positions. This is the norm in community associations. So no worries here.

I'm not surprised that people are baffled by this stuff. Board members have to know A LOT, and they have to actively seek out the information. And much of it is on-the-job training - knowing the theory isn't the same as putting it into practice. I'm in my 16th year of board service (and spent 18 years working for a new home builder), and I still learn new things. It's one tough gig. But that's why the pay us the big bucks. (Yes, that was snark.)

Yes, but an officer can't vote.

Also, if there is no quorum, no election takes place and the board can fill the seats with who they want. Allowing members to vote without a quorum is OK, but the person is basically still just an appointment by the board for 1 year.

Correct. Such a HOA bylaw is usual nationwide.

The only reason I can imagine that this would be concerning is if one perhaps does not yet grok the difference between officers and directors.

What is your concern?

My pathetic math. We elected 4 directors to serve 2 years and 2 3 to serve one year to re-estabilsh staggered terms.