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FranD (Georgia)
Posts: 102
Posted:
Does anyone know of a letter we can use to vote in a new board member for everyone on the board to sign along with the new one we sign on? Someone has been voted in and we want it done correctly for a paper trail.
MichaelK11 (Texas)
Posts: 432
Posted:
How was this vote conducted? If at a Board meeting, then it must be reflected in the minutes. At the next meeting, have the minutes read, approve the minutes by motion and vote, and have the President and Secretary sign the approved minutes.

If this was done in separate phone conversations, then it may not be technically valid (depending on your governing documents and state laws). Do it for real at the next Board meeting.

Do you expect the selection of this new Director to be challenged? If this is to fill a vacancy on the Board, how was this seat vacated?
RobertR1 (South Carolina)
Posts: 5,164
Posted:
FranD, First, if I recall, Georgia has some strange "quirks" in the legislation concerning the operation of HOA and condos. I do not recall if it touched on this subject. Normally, as noted here, the Board members have to be elected by the membership and can only be replaced by a vote of the membership. Vacancies are normally appointed by the board and serve until the next annual meeting, given all terms expire on that day, not necessarily year.
In any event, the appointment of any board members have to be done at a scheduled legal meeting. As noted, minutes serve as official documents and serve to register the election or appointment of all board selectees.

I am not sure why you would want or need some kind a document signed by all Board members. When the minutes are approved that should do it.

However, if you feel you must, draft a letter to say what you want and have the board sign and attest it's accuracy. Read it into the minutes and keep the original.
The documents usually spell out election procedures and if yours don't, consider adding some.
MaryA1 (Arizona)
Posts: 7,043
Posted:
Fran,

The paper trail would be the minutes of the meeting where the board voted to appoint this new board member. I don't understand why you need a letter -- who would it be sent to?
FranD (Georgia)
Posts: 102
Posted:
No vote conducted at all. This is the point. The President of the board asked this guy to come on board. Then the next thing I know, everyone was getting an email from his friend who is on the board saying "I second it". No quorum used or even involved the other board members. If we all knew about it, then an interim would of been ok with me but not when you just make up your own rules. This is why people complained about the way it was run last year... We have a covenant for a reason... Yes, I am the one challenging it because we have a HOA meeting coming up and if someone asks, was this person voted in? I will say no!
We had 7 members on the board and we asked one to leave cause she wasn't participating or attending any meetings. She had no title and we all agreed at the board meeting to just drop it.
FranD (Georgia)
Posts: 102
Posted:
No paper trail in any minutes - was done outside any meeting over the weekend. I just wanted a letter drafted for them and ourselves ok'ing the vote without a meeting to make it valid. Then next meeting, read it and second it then.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Fran,
Talk about not followinmg the rules, it appears your Board sort of made up some rules to get rid of a Board member prior to this incident from what you say.

This kind of process (replacing a vacancy on the board) is covered somewhere in your governing documents or state statute. Just follow the requirements. I would certainly question any decisions made by the board via-email. This form of communication is questionable by some when the board acts in any fashion off something done by e-mail. If you would copy and paste from your documents the part about how to replace a vacancy on the Board and how, if there, the board has authority to dismiss a board member.

There is nothing really wrong with a board member endorsing someone for the Board position and sending an e-mail to this effect seems ok to me. It is just his opinion and even if he says he seconds it, unless that statement is made at a called meeting of the board, it means nothing.Just my opinion.

Why is it necessary to handle any of this outside a meeting? I am not sure this kind of thing falls under a good reason to have a vote without a meeting. I would like to see that written also.
FranD (Georgia)
Posts: 102
Posted:
No, it is in the covenant a on how to remove a member and the person agreed to step down.

It was how one member thought they had the power to just vote someone in not to fill her space but another without not following proper rules that is why I questioned the decision on how it was done. Should of been handle during a meeting so it is in the minutes. Thanks for your comments.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Fran,
If the person agreed to step down (quit) why did you need the vote or anything else from the Board.

I am begining to get the iumpression you all just want to do what you want to do, unless someone disagrees then you want to know the right way to do it. I would politely suggest you all sit down at a Board meeting and clear the air and agree to disagree but to follow your documents. Just a suggestion, working together is much more effective than working apart.
FranD (Georgia)
Posts: 102
Posted:
OK, the Treasurer stepped down and now there is a vacancy
Another stepping down because they no longer were interested.
Then this is where it got to become a mess.
A board member voted in someone for the Treasurer position without rest of board voting on it. Since we don't have another board meeting coming up for a while to vote them in, he has filled this position and not valid.
MaryA1 (Arizona)
Posts: 7,043
Posted:
Fran,

OK, so if your bylaws or state law allow it, the BOD can do an "action without a meeting". A resolution can be drafted to remove the one board member and appoint the new one. After it is signed by all the board members then it is binding. At the next board meeting the resolution can be read into the minutes. If all the board members do not sign the resolution then the one board member is not removed and the other is not appointed and you're back to square one!
FranD (Georgia)
Posts: 102
Posted:
Ok, I like this and thanks. I will tell them this.
RogerB (Colorado)
Posts: 5,067
Posted:
Fran, read your Bylaws. They should address both of your questions.
1) Normally the Bylaws allow a Board member to resign at any time by giving written notice to the Board.
2) Normally the Bylaws allow the appointment of a Board member to fill a Board vacancy for the remainder of the term of a resigning Board member by the remaining Board members.

One Board member never should be allowed to appoint a person to fill a vacancy on the Board. However, if allowed, a vote can be conducted between Board meetings via email, telephone conference, or other means if no current Board member objects. However, without an emergency the filing of Board openings should be postponed until the next Board meeting.
FranD (Georgia)
Posts: 102
Posted:
Yes, I am aware what the bylaws say.
and yes, I am aware that the board has the powers to fill a vacancy but they were trying to fill the vacancy outside the board with another homeowner. The way it was gone about didn't include the rest of the members. I now know what to do. Thanks.

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