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CharlesH9 (Michigan)
Posts: 123
Posted:
Our association elects 3 people for the BOD and they call it electing officers. Our by-laws talk about only the president has to be on the BOD and the other officers are chosen by the BOD. Is this the correct way to handle having a BOD? Should all 3 BOD's be officers and noone else from the HOA?
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Charles,
I guess I will tell you what you already know. Check your state statues and non-profit documents. Look for differences. I imagine you have asked an attorney to give you an opinion. Don't hire one yet until you know more. And it sounds like you don't know enough. You may get lucky and get someone here from Michigan, we do have some posters from there. In any event if you can cut and pastes any clauses that are relevant from your documents, we may be able to guide you through this. I think it sounds in left field, but what do I know. I do know I would be inclined to get all this before your members and hash it out. Off the top of my head, there seems to be much better ways to word this. It is a concern of why it would be written that way and maybe a long look at the history of your association would prove fruitful. Lots of this crazy stuff was put in by the developer to protect him and had no purpose to serve the homeowners. That's my guess.
SusanW1 (Michigan)
Posts: 5,202
Posted:
Charles - print the bylaw here that you quote. We can't help out without seeing it.
JosephW (Michigan)
Posts: 882
Posted:
Many 3 person boards simply fill the officers roles themselves. It sounds like under your documents, they have the OPTION of appointing officers who are not board members. This is the choice of each board when elected. This is not unusual, especially in small associations and depending on the number of active volunteers that are available and what they might bring to the table. If you had an accountant who wanted to volunteer and was more qualified than anyone else on the board to serve as Treasurer, then it would make sense to appoint that person. However, if the accountant was elected as a board member, then it just makes sense for that person to take on the Treasurer role without appointing someone from off the board. There probably isn't a hard and fast rule, just common sense.

Joe

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BruceF1 (Connecticut)
Posts: 2,535
Posted:
You can call it anything you like. What it is is what your documents say it is. If your documents say that members elect the directors (or board members) and the board elects the officers, then that's what it is. The fact that the board elects the their own members to be the officers, as is ofen done, doesn't change anything. You can call it electing officers, because in the end, that's what happens, but you are really electing directors.

BTW, I don't like 3-member boards. Mind you, I don't see anything wrong with that and many HOAs function perfectly fine with 3-member boards. I believe the minimum board size should be five members. The problem I have with 3-member boards is that there is no difference between a simple majority and a 2/3 majority. Some bylaws, and Robert's Rules, stipulate that certain actions require a 2/3 vote rather than a simple majority, the rationale being that a 2/3 majority is more difficult to achieve. Since there's no difference with a 3-member board, that concept is lost. With a 5-member board a simple majority is 3 votes in favor, whereas a 2/3 vote requires at least 4 out of the 5 members to be in favor (3/5 is less than 2/3).

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