HOA_Board_Officer_Election

[Guest HOA_Board_Member]

Following an HOA Annual Meeting when a small Board (5 to 7) is elected by the Homeowners, an Organization meeting is typically held by the newly elected Board Members at Large to elect Officers. Absent a specific nomination and election procedure in the HOA's ByLaws, I am wondering how such a nomination and election procedure could and/or should be conducted. RONR, 11th edition, pages 430 to 446 discusses various nomination and election methods. For a small Board of 5 to 7 members, I'm wondering if the following method is suitable:

Following a call to order of the Organization meeting by the previous Board's President or Vice President (who would then actually be a Board Member at Large since no Officers would have been elected yet by the new Board), the Board Members have an informal discussion of who wants what position (President, Vice President, Treasurer, and Secretary), and if there is a consensus of who a majority of the Board would vote for if any position was contested by two or more Board Members.

If a consensus is reached during the discussion for all Officer positions, the full slate of all four Board Member positions and who is elected to the position is motioned, seconded, and voted on by the Board. If the vote is unanimous then it's a done deal except if any Board Member not present was elected they would have to declare their acceptance later if they had not done so in advance.

If a consensus is not reached for all Officer postions, the Board accepts nominations which don't have to be seconded for the positions being contested, and votes for one or more candidates. Following the vote for all positions being contested, a motion declaring the full slate of Officers elected is made, seconded and voted on by the Board.

Avoiding an actual vote for a position could be a result of the informal discussion if a potential loser of a vote then realizes that they wouldn't get elected in a "showdown" with another Board Member. This would be preferable in my opinion because a loser of a Board vote may hold a grudge against the Board Members who didn't vote for them in an actual vote.

[Rev Ed]

If you go office by office, it might help. For example, start with the President - if Member #2 is interested and no one else is, then Member #2 becomes the President. Then you could conduct the election for Vice President. If Member #4 is interested and no one else is, then Member #4 becomes Vice President. Then conduct the election for Secretary, followed by the Treasurer.

You could simply start by asking if anyone was interested in any position first if necessary as well.

If two members were interested in a position, then hold a ballot vote. This is the easiest option and allows the loser not to know who did and did not vote for him/her.

[Guest Guest]

So in effect the ballot vote keeps secret how each voter actually voted. This is what happens in the HOA homeowner vote to elect HOA Board members as the votes are counted by the Inspectors of Election and it is not divulged how any one homeowner voted. I don't see any reason why the same procedure could not be used by the Board Members at Large to elect Board Officers.

However, one might argue that a state's open meeting laws prohibit a secret ballot. In my opinion this argument would be wrong because the same procedure is used by the Homeowners to elect Board Members at Large at the Annual meeting which is also an open meeting open to all Homeowners.

Now what if a Board Member is not present at the meeting in which Board Officers are elected? Unless it was decided before the Organizational meeting I take it that an absent Board Member would not be able to vote in absentee. Perhaps it would be possible for a Board decision to be made at the first Organizational meeting to hold a vote by ballot by mail to accomodate someone not at the first Organizational meeting, and to adjourn the Organizational meeting to a later date to elect one or more of the Board Officers.

[Trina]

...

Now what if a Board Member is not present at the meeting in which Board Officers are elected? Unless it was decided before the Organizational meeting I take it that an absent Board Member would not be able to vote in absentee. Perhaps it would be possible for a Board decision to be made at the first Organizational meeting to hold a vote by ballot by mail to accomodate someone not at the first Organizational meeting, and to adjourn the Organizational meeting to a later date to elect one or more of the Board Officers.

Unless your bylaws (or relevant statute) specifically allow absentee voting, then a member who is absent doesn't get to vote. A vote by mail (which you mention) is a form of absentee voting. See p. 423 for some of RONR's comments on absentee voting. As far as 'deciding before the Organizational meeting' -- rules against absentee voting can't be suspended.

The meeting could indeed be adjourned to a later date, if the board members really believe it is that important to have every single one of them attending the meeting. RONR certainly doesn't require 100% attendance to conduct such a meeting.