Removal of Board appointed President

Daniel, you are correct. If the Board members elect officers they can remove that person from that office. However, the Board members can not remove appointed Board members from the Board of Directors.

Daniel,

You need to check your gov. docs. to see if this is covered. Normally it would be in the articles of inc. or the bylaws. Also, check LA state laws to see if there are any applying to HOAs.

In AZ, an appointed director can only be removed by the person making the appointment. An elected director can only be removed by the members. This would also apply to officers if elected by the membership. In most assn's the officers are chosen (elected) by the board and the board may change their specific office at will.

If your docs and state law are silent on this I'm afraid you'll have to live with this person being on the board until his term is up. Usually when a person is appointed to a position he only serves the remainder of the term. For Ex. John Doe resigns with 2 years left in his term of office; Mary Doe is appointed and serves for only the remaining 2 years even though terms of office are for 3 years.

Susan,

Perhaps not in Michigan, but in AZ it does matter how the director was voted in. As in so many issues, it all depends upon State law and, of course, what your gov. docs. say.

The scenario was this:
At the regular annual meeting held in August 2007 there were three board positions available. This was due to expiration of 2 board member terms and adding one more member to the board. We had 4 persons on the slate. Three were elected. After the
annual meeting the new board met to nominate and vote officers for the
upcoming year. Officers to be elected to a one year term. At this meeting one board member, who just was elected, and by the way, nominated from the floor, resigned. The fourth person who was on the
slate of candidates was appointed to the board by the board members.
She was then elected by the board to be secretary.
The Vice-president resigned 5 months later in January, 2008. The secretary was elected by the board to become VP. In february, the President resigned and the VP was voted by the board to the Presidency.
So, this was a person who was not wanted on the board by her fourth place finish from the election in August, 2007 by the residents of the community. As these resignations occured other residents were appointed by the board to fill the vacancies. The person who is now President was originally appointed to fill a board member vacancy. The board member, as I stated, was just elected, so the President will fill the unexpired term of the resigned President until August, 2008.
She will remain a board member until August 2009 and possibly be
elected by the board again to repeat as President. There is nothing
in the bylaws are any documents I am aware of which would prohibit
her becoming President again. Am I wrong? Are there ways to prevent
this person from becoming President again?

The only way the members can prevent her from becoming Pres. again is by not voting her into office. If she is re-elected, the board may chose her to be Pres again and the membership cannot do anything about it. And, if the current board has no problems with her they may choose to re-elect her as Pres. for the next year.

May I ask, why do you not like this person being Pres?

She was appointed to the Board to fill the term of a Board member who resigned at the first meeting of the new Board. Therefore, she would have another year on the Board, and the Board will elect the Officers for the following year.

I don't understand. You said the first time she was appointed to fill the vacancy of a one year elected board member who resigned soon after being elected. Then she was "appointed" to fill the vacancy of the vice president, and then to fill the vacancy of the president?
How is that possible? Her original appointment was to fill the one year vacancy. She is now a board member. The next two vacancies required two more appointments of OTHER people to fill those SPOTS. (Not necessarily the positions.) This woman is still filling a one year vacancy spot. The board can't "appoint" her to the next vacancy because she is already a member of the board. The board can play musical chairs with each new appointment and move each other around to different POSITIONS, but she is still only filling the original spot she was appointed to. So shouldn't her SPOT on the board run out in August 2008 since that is the expiration date of the vacancy she was appointed to?

Summary:

August 2007 - 3 board positions are open, 4 persons on slate.
3 residents elected to board for 2 year terms
Meeting of the new board - Officer positions
are appointed.(for one year)
One of the newly elected board members resigns
Person who ran for the board that came in fourth
on the voting appointed to the BOARD. Since the
person who resigned was the Secretary, the newly
APPOINTED member of the board became Secretary by
appointment of the board.
December 2007 - The Vice-president, who was a new member of the
Board resigned. A resident was appointed by the
Board to fill that vacancy. The Secretary was
then appointed/elected by the board as VP. The
Secretary position was filled by a board member.
January 2008 - The President of the board resigns.
Another resident is appointed to the
board. The VP becomes President by
an appointment/election of the Board.
So, the person who came in fourth in the election held in August
was appointed a board member (2 year term), appointed Secretary, then
appointed VP, then President. She will fill the vacated Presidency
until August 2008(annual meeting). She has another year remaining as
a board member thus, at the meeting following the Annual meeting the new Board may appoint her President for the year she has left.
Now, our organization has 4 appointed members on a 7 member board. The
membership voice is not being heard.
Question: Should an appointed member of the Board become President by
or should the people elect in all cases,whether a vacancy occurs or not? Your personal views are welcomed as well as procedural views.

SusanW1: I don't know the rules for Michigan; however, in most instances,
once a person is appointed, not elected by membership, to finish a term which is vacant, they can also be unappointed if necessary, or removed by the Board who appointed them. They are not an elected Board member, therefore, they can be unappointed.

On the other hand, a Board member ELECTED by the membership can only be removed from the Exec. Board by the membership. So, it does matter HOW a person got on the Board in the first place.

DanielL3: Your Association has serious problems with retention of
Board members. Too many resignations in a short time reveal problems with governing itself.

The fact that this person, in her 'appointment', graduated up the ranks to President by other B-members denotes either no one else wanted the position/s OR they truly believe she is capable to fulfill the role/s. However, she has not been officially ELECTED by the membership and is only in an "appointed" role for as long as the Board desires she fulfill the term of the original vacancy and in what capacity.

Presently, as a non-Board member, you have no recourse to decide how the roles are to be determined; that is up to Board members only. Review your documents on appointment of members when one resigns. They are what you must go by.