Pres. stepping down (2)

Started by PattyB1 • 8 replies • 1087 views

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PattyB1 (Kentucky)
Posts: 40

Posted:

I hit a wrong button.
Anyway,The newbie sent out a letter 2 days ago calling for "official elections" today just giving homeowners 2 days notice and I received phone calls from upset homeowners because they couldn't be there.
When I asked her about the 2 day notice, she said "too bad" because I've stepped down but the bank needs a copy of min. from a meeting stating who the new officers are. I told her we would take care of that next week but she and her Secretary are making up a formal letter to that effect so I will be removed.
What can I do to slow this up and make sure that homeowners get a vote as to who will sit in a BOD seat? Should I call the bank And let them know that I am still President and I wanted to run for Treasurer? She cannot just appoint someone when there are homeowners interested and not have an election. PB

SheliaH (Indiana)
Posts: 6,964

Posted:

Personally, I think you made a mistake by announcing your resignation so close to the end of your term. I realize sometimes a sudden resignation can't be helped, but why couldn't you have made an announcement at least 30 days ago so there would be time for a smoother transition? Oh, well.

So, let's start with your bylaws - I'm sure they address elections and board resignations, so read them first. Our bylaws state that the board can appoint someone (in good financial standing, of course) to finish out the term and then that person would be up for re-election by the homeowners. If your bylaws are similar, it seems to me nothing can happen until the next meeting when homeowners could speak their piece and perhaps volunteer to fill your spot.

Since you sent letters out to the homeowners regarding your resignation, perhaps another one (actually, you need to go door to door on this) and encourage them to find time to attend this meeting to slow things down.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

SusanW1 (Michigan)
Posts: 5,202

Posted:

"Announcing" a resignation isn't good enough. It would have have to have been accepted by the current board and logged into the minutes of that meeting. A special meeting of the board could have been called to accept the resignation. In any case, your term was up soon, so it was not necessary.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Patty,

First of all, who elects the officers of the board? Do the members specifically vote for the officers, i.e., Pres, VP, Sec, Treas? In most HOAs the members elect the directors and they in turn elect the officers from among themselves. Please post the exact wording of your bylaws stating how directors and officers are elected. I cannot intelligently comment on your problem w/o this information. Thx!

TracieS (Colorado)
Posts: 460

Posted:

Quote:

Posted By SusanW1 on 06/29/2009 6:20 AM
"Announcing" a resignation isn't good enough. It would have have to have been accepted by the current board and logged into the minutes of that meeting.

Our Bylaws specifically state that a resignation does NOT have to be accepted to be valid.

Refer to your specific documents on how to handle this.

EllenS1 (Florida)
Posts: 1,148

Posted:

Tracie,

I'm sure what you say is right. After all, if a board member resigns it is not up to the current board to accept the resignation. What are they going to do? Force the resigning member to go to meetings and do whatever is asked of him/her? What is their recourse if the person refuses? Too silly.

EllenS1 (Florida)
Posts: 1,148

Posted:

Patty,

The bank has nothing to do with this. They only care that they have the proper signoatories for the account.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Ellen,

My bylaws do not require that the board accept a resignation in fact quite the opposite -- ". . .the acceptance of the resignation shall not be necessary to make it effective." If an assn's bylaws do require board acceptance, I would say it's only a matter of formality.

SusanW1 (Michigan)
Posts: 5,202

Posted:

"Motion to accept" is not the same as "accepting" a resignation.

There must be SOME kind of legal record that the board member is no longer holding that position. That should be stated in the legal record of the Corp. i.e. the minutes.

The bank needs to see the legal record of who is elected/appointed to act as signer for the accounts. That's why they wanted to see the minutes of the meeting.

I think that something to think about is: If someone picks up your minutes 5 years from now, will events/purchases/decisions/elections be clear, concise, accurate, and in order?

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