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Can a President at the 1st meeting of the Board tell you he has decided because he needs Sam to help him with is projects, you are no longer Secretar

Started by PeggyW39 replies • 164 views

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PeggyW3 (Michigan)
Posts: 73
Posted:
I have been on a Board for many years, doing a decent job for our Association. Suddenly without notice, I was told following an election that my position was no longer mine and I, in effect was demoted to a director only. This happened in the first meeting after the election when Pres. VP, Secretary, Treasurer and 2 Directors. No one had talked to me, no one voted formally. It was a complete shock to me. I guessed it was OK to do, but it seemed rather rude and unprofessional.

Just interested in your opinion.

Thanks.

ElleN (Idaho)
Posts: 1,333
Posted:
PeggyW3, only a board majority can remove you as secretary, by a formal, recorded vote.

You can ask for a formal vote.

If in the end no one speaks up in your defense, then they are consenting by acquiescence to your removal.
MarkM19 (Texas)
Posts: 1,459
Posted:
Peggy,
Typically, after the results of an election and the new board is seated the nominates officers. I always start with the Pres seat and ask if anyone has someone they want to nominate. In my case I have been the president of 2 HOAs so usually someone nominates me but, in any case, it could be anyone. If that person gets the majority of the board, they are assigned that seat. It goes to VP and then Secretary, and so on. The president runs the meeting, but he does not have the power to appoint or demote directors without majority support. He/She may have it, but they still should follow the process.
TimB4 (Tennessee)
Posts: 21,059
Posted:
A vote should have been taken, formally or informally, for all Officer positions.

That said, you were told this at a meeting of the Board and, from your posting, I expect nobody objected.
Realistically, it is probably not worth fighting.

However, keep an eye on things to make sure things are done correctly.
KerryL1 (California)
Posts: 14,550
Posted:
Peggy, please answer this question: do your Bylaws say that officers are nominated and elected (voted on) by the Board?? (I think most do).* What is the exact wording, please?

If so, why do you think it was "OK" that somehow the officers were Incorrectly "appointed" by the president?

I also do not think you were "removed" IF your Bylaws say that officers serve for one year--which is typical, all of the officer's terms expired. What DO you bylaws say on the point?

AND since no other directors objected, I think there are two possibilities:

1. You have no support from other directors, so to pursue some kind of correction would be futile.

2 Other directors, including the president, also are ignorant of your Bylaws. I'm afraid that is if that is true, the other directors still won't support you .

* See Mich. Corporations Codes too?

I don't know what

Tim means my an "informal" vote."

TimB4 (Tennessee)
Posts: 21,059
Posted:
Quote:
Posted By KerryL1 on 05/30/2025 5:20 PM

Tim means my an "informal" vote."

I would suspect that this is how most officer positions are chosen.

1st meeting, question is asked "Does anyone want to be Secretary?"
Joe, nobody else wants it, it's yours! Who wants to be Treasurer?
etc.
KerryL1 (California)
Posts: 14,550
Posted:
I'm not so sure, Tim-- "most?"

I'd say that to avoid any controversy ( "Well, he wasn't actually elected!") in the future, the election of officers must involve nominations and votes for each. The meeting minutes -- the official record of board meetings, will then show the motion, 2nd, and vote.

In my HOA, we proceed pretty-much as Mark outlines. And our Bylaws, again, I think most, say that the Board majority "elects" officers. To add to Mark, directors may nominate self to be an officer. And, per Robert's Rules, which in most states are not required to be followed for board meetings, but come in hand now & then, directors may use written secret ballots.
DeanJ
Posts: 1,786
Posted:
Quote:
Posted By PeggyW3 on 05/30/2025 12:48 PM
I have been on a Board for many years, doing a decent job for our Association. Suddenly without notice, I was told following an election that my position was no longer mine and I, in effect was demoted to a director only. This happened in the first meeting after the election when Pres. VP, Secretary, Treasurer and 2 Directors. No one had talked to me, no one voted formally. It was a complete shock to me. I guessed it was OK to do, but it seemed rather rude and unprofessional.

Just interested in your opinion.

Thanks.


Sounds like there was a discussion prior to the official meeting and the majority desired a secretary who did more than a descent job.

KerryL1 (California)
Posts: 14,550
Posted:
Without looking at her previous posts, I think I recall that the president is very much a bully and the other directors are intimidated by him.
KerryL1 (California)
Posts: 14,550
Posted:
I also seem to recall that in Michigan, HOA's CC&Rs & bylaws are ll in on document? Or something similarly confusing?

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