Can one member of a board appoint another board member?

FrankH1 (Florida)
Posts: 14

Posted:

Our Homeowners Documents state "The affairs of the Association shall be managed by a Board of Directors consisting of three (3) Directors."
In September one director resigned the 2 remaing directors could not agree on a replacement and decided to wait for next election which is scheduled to take place in March.
At a membership meeting January 13th another Director resigned effective immediately leaving our HOA with one member on the Board of Directors. The Property Manager asked the remaining Director if she would accept the other Director's resignation. She accepted his resignation effective immediately. The Property Manager said the membership meeting had to adjourned and a Special B.O.D. meeting would have to take place immediately. That meeting started and the Property Manager asked the only remaining Director to pick a replacement Director to serve until the elections. She did this and that person accepted.
Is this proper?

SusannaM (Florida)
Posts: 366

Posted:

As far as I know, a Director or Directors can appoint a member or members to fill vacancy or vacancies for the remainder of the terms. Is that your question ?

DonnaS (Tennessee)
Posts: 5,671

Posted:

Frank,
The answer is YES and is contained in State Statutes 617, which are the Articles of Inc for Not For Profit Corps. Not knowing if you are a Stand alone (720)HOA or Condo, the governing Statutes are 617.

"617.0809 Vacancy on board.--

(1) Any vacancy occurring on the board of directors may be filled by the affirmative vote of the majority of the remaining directors, even though the remaining directors constitute less than a quorum, or by the sole remaining director, as the case may be, or, if the vacancy is not so filled or if no director remains, by the members or, on the application of any person, by the circuit court of the county where the registered office of the corporation is located.

GordonD1 (California)
Posts: 131

Posted:

Frank:

The appointed new director can only serve the remaining of the time of the director that resigned. The two open positions will be available for the next elections for the members to run and vote.

Gordon

GordonD1 (California)
Posts: 131

Posted:

Frank:

The appointed new director can only serve the remaining of the time of the director that resigned. The two open positions will be available for the next elections for the members to run and vote.

Gordon

GordonD1 (California)
Posts: 131

Posted:

Frank:

The appointed new director can only serve the remaining of the time of the director that resigned. The two open positions will be available for the next elections for the members to run and vote.

Gordon

GordonD1 (California)
Posts: 131

Posted:

Frank:

The appointed new director can only serve the remaining of the time of the director that resigned. The two open positions will be available for the next elections for the members to run and vote.

Gordon

DonnaS (Tennessee)
Posts: 5,671

Posted:

Gordon,

That is correct, that is correct, that is correct, that is correct.

GordonD1 (California)
Posts: 131

Posted:

Donna:

I am sorry, I don't know why my comments posted three times.

I don't know, I don't know, I don't know -)

Gordon

DonnaS (Tennessee)
Posts: 5,671

Posted:

Gordon,
I have heavy fingers and do it all of the time. The deal is that you got the information out correctly,-- 3 times. Kudos

MaryA1 (Arizona)
Posts: 7,043

Posted:

Gordon & Donna,

Thx for the morning chuckle! :-)

That happens to me on occasion. The reason is because sometimes it takes a very long time for the "submit" to occur and I'll hit the key again. When I take a look, sure enough there are 2 posts! This may be what happened with your post.

GordonD1 (California)
Posts: 131

Posted:

Mary:

That was exactly what happened to me.

Happy New Year

Gordon

FrankH1 (Florida)
Posts: 14

Posted:

That you all for the responses expecially Gordon, Gordon, Gordon
Frank

DonnaS4 (Florida)
Posts: 16

Posted:

I have a similar situation that has just developed. I am the Treasurer of our Board and the President has just resigned. He still owns his condo but has moved from the local area in May and appointed the VP as Acting President. We are a board of 5, now only four with this recent resignation. We have several owners interested in being appointed but the vote of the remaining four board will probably be split 2-2. Does the acting president have the finally say in the appointment of this position and give them the VP title since the acting president will now step up to be President?

MicheleD (Kentucky)
Posts: 4,491

Posted:

Quote:

Posted By DonnaS4 on 12/03/2009 11:23 AM
I have a similar situation that has just developed. I am the Treasurer of our Board and the President has just resigned. He still owns his condo but has moved from the local area in May and appointed the VP as Acting President. We are a board of 5, now only four with this recent resignation. We have several owners interested in being appointed but the vote of the remaining four board will probably be split 2-2. Does the acting president have the finally say in the appointment of this position and give them the VP title since the acting president will now step up to be President?

First things first: It all depends on what your governing documents say about filling vacant director spots on the board.

First, keep in mind, that very likely the appointment will NOT be to the President office.

All that will be done is that the board will appoint an additional DIRECTOR to meet the number of directors required.

In MOST HOAs, that is NOT done by one single board member, but by the majority vote of the board as a whole.

Then once the new director is installed, the board will vote for who will fill the role of President. My vote would probably by default go to the Acting President (the former VP), and then the board would vote for someone to wear the VP hat.

I would still likely NOT vote for the newly appointed director for that spot, unless he/she has had some prior experience on an HOA board.

DonnaS4 (Florida)
Posts: 16

Posted:

Thanks Michelle
The resigning President has already recommended the acting president take his place and even added his two cents as to who should be appointed as the new board member and named as VP. Neither the acting president or the new named director have extensive experience on the Board and both are loud, biligerent and carried away with power and authority. They want to fight me on any suggestion to cut expenses (of course, without diminishing quality of service and workmanship). I have extensive management and accounting experience and work hard to remain professional. But honestly, this group is very difficult to work with. I do have a large number of owners that my support me but the the Acting President and his friend to be named as director have a large following. All in all, I find it so unprofessional to associate myself with this group. It's a struggle to decide to run again to me the voice of owners that support me.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Donna,

The board is under no obligation to appoint the person suggested by the resigning Pres, or to even keep the person he appointed as acting Pres in that position. He has resigned and is gone and has no authority over the board. The 4-member board should decide who they feel is best suited to be appointed to the fill the vacancy. Then the 5-member board will decide what directors will hold officer positions. The acting pres does not have to be appointed as the pres; the board may decide he isn't suited for an officer position at all. When you say this group is difficult to work with do you mean the 4 other board members or do you really mean the one board members who has been appointed acting pres the and person the resigned Pres think should be appointed to fill his seat? If it's the former, perhaps you should rethink your position on the board. It may not be worth the hassle and the strain on your well-being to put up with a board that is hard to get along with. But, if you really are referring to the latter, then I think if someone else is appointed instead of the person recommended by the resigning pres, you may see fit to change your opinion.

DavidC24 (Florida)
Posts: 31

Posted:

It depends on when the HOA was incorporated to determine what Florida statute to follow as stated in FS 720.302.

FS 720.302(5) Unless expressly stated to the contrary, corporations that operate residential homeowners' associations in this state shall be governed by and subject to chapter 607, if the association was incorporated under that chapter, or to chapter 617, if the association was incorporated under that chapter, and this chapter. This subsection is intended to clarify existing law.

While FS 617.0809 does apply to all Florida Corporations Not For Profit, which most (if not all) HOAs in Florida were incorporated under that statue, the newer statue FS 720.3053 also applies and provides further clarification on how it should be handled.

720.3053 Failure to fill vacancies on board of directors sufficient to constitute a quorum; appointment of receiver upon petition of member.

(1) If an association fails to fill vacancies on the board of directors sufficient to constitute a quorum in accordance with the bylaws, any member may give notice of the member's intent to apply to the circuit court within whose jurisdiction the association lies for the appointment of a receiver to manage the affairs of the association. The form of the notice shall be as follows:

"NOTICE OF INTENT TO APPLY FOR RECEIVERSHIP

YOU ARE HEREBY NOTIFIED that the undersigned member of (name of homeowners' association) intends to file a petition in the circuit court for appointment of a receiver to manage the affairs of the association on the grounds that the association has failed to fill vacancies on the board of directors sufficient to constitute a quorum. This petition will not be filed if the vacancies are filled within 30 days after the date on which this notice was sent or posted, whichever is later. If a receiver is appointed, the receiver shall have all of the powers of the board and shall be entitled to receive a salary and reimbursement of all costs and attorney's fees payable from association funds.

(name and address of petitioning member)"

(2) The notice required by subsection (1) must be provided by the member to the association by certified mail or personal delivery, must be posted in a conspicuous place within the homeowners' association, and must be provided to every member of the association by certified mail or personal delivery. The notice must be posted and mailed or delivered at least 30 days prior to the filing of a petition seeking receivership. Notice by mail to a member shall be sent to the address used by the county property appraiser for notice to the member.

(3) If the association fails to fill the vacancies within 30 days after the notice required by subsection (1) is posted and mailed or delivered, the member may proceed with the petition.

(4) If a receiver is appointed, all members shall be given written notice of such appointment as provided in s. 720.313.

(5) The association shall be responsible for the salary of the receiver, court costs, and attorney's fees. The receiver shall have all powers and duties of a duly constituted board of directors and shall serve until the association fills vacancies on the board sufficient to constitute a quorum and the court relieves the receiver of the appointment.

DavidC24 (Florida)
Posts: 31

Posted:

It depends on when the HOA was incorporated to determine what Florida statute to follow as stated in FS 720.302.

FS 720.302(5) Unless expressly stated to the contrary, corporations that operate residential homeowners' associations in this state shall be governed by and subject to chapter 607, if the association was incorporated under that chapter, or to chapter 617, if the association was incorporated under that chapter, and this chapter. This subsection is intended to clarify existing law.

While FS 617.0809 does apply to all Florida Corporations Not For Profit, which most (if not all) HOAs in Florida were incorporated under that statue, the newer statue FS 720.3053 also applies and provides further clarification on how it should be handled.

720.3053 Failure to fill vacancies on board of directors sufficient to constitute a quorum; appointment of receiver upon petition of member.

(1) If an association fails to fill vacancies on the board of directors sufficient to constitute a quorum in accordance with the bylaws, any member may give notice of the member's intent to apply to the circuit court within whose jurisdiction the association lies for the appointment of a receiver to manage the affairs of the association. The form of the notice shall be as follows:

"NOTICE OF INTENT TO APPLY FOR RECEIVERSHIP

YOU ARE HEREBY NOTIFIED that the undersigned member of (name of homeowners' association) intends to file a petition in the circuit court for appointment of a receiver to manage the affairs of the association on the grounds that the association has failed to fill vacancies on the board of directors sufficient to constitute a quorum. This petition will not be filed if the vacancies are filled within 30 days after the date on which this notice was sent or posted, whichever is later. If a receiver is appointed, the receiver shall have all of the powers of the board and shall be entitled to receive a salary and reimbursement of all costs and attorney's fees payable from association funds.

(name and address of petitioning member)"

(2) The notice required by subsection (1) must be provided by the member to the association by certified mail or personal delivery, must be posted in a conspicuous place within the homeowners' association, and must be provided to every member of the association by certified mail or personal delivery. The notice must be posted and mailed or delivered at least 30 days prior to the filing of a petition seeking receivership. Notice by mail to a member shall be sent to the address used by the county property appraiser for notice to the member.

(3) If the association fails to fill the vacancies within 30 days after the notice required by subsection (1) is posted and mailed or delivered, the member may proceed with the petition.

(4) If a receiver is appointed, all members shall be given written notice of such appointment as provided in s. 720.313.

(5) The association shall be responsible for the salary of the receiver, court costs, and attorney's fees. The receiver shall have all powers and duties of a duly constituted board of directors and shall serve until the association fills vacancies on the board sufficient to constitute a quorum and the court relieves the receiver of the appointment.