Elections and resignations

[Guest J Kichline]

We are a small Homeowners Assoc in a senior mobile home park. All residents are automatically members and no dues are paid. The purpose is for organizing fundraisers for social events and and coordinating relations with management. The board consists of president, VP, secretary, treasurer and 4 members at large - 2 year terms each. Our elections are held every December and are split with 2 officers and 2 board members up for election each year with their new terms effective January of the upcoming year. This year there was an election for VP, treasurer and 2 at large. When the results of the election were announced at the end the meeting, the current board, except 2 members at large, resigned. Can the newly elected officers take over early? What can be done to replace the President and secretary that resigned? This situation is not addressed in our bylaws. Before they resigned they ignored my request for them to appoint an audit committee(which is required per our bylaws) They almost completely drained the bank account by approving several expenses at that meeting, some of which did not require a vote of the members. None of the books were turned over because they all just got up and walked out.

[Josh Martin]

Can the newly elected officers take over early?

Kind of, but not automatically.

What can be done to replace the President and secretary that resigned? This situation is not addressed in your bylaws.

Okay, so it sounds like the bylaws are silent on filling vacancies. Do the bylaws grant the board "full power and authority" over the affairs of the society between meetings of the association? If so, then the board (which now apparently consists of only two members) can fill the vacancies. If the bylaws do not grant the board such authority, then the association fills the vacancies. In either event, previous notice must be given of the elections to fill the vacancies. This applies to all of the vacant offices. (Normally, the VP would become President, but it appears that the VP also resigned.)

All of the people elected to fill the vacancies will serve for the remainder of the term. Since the term for some of the officers ends in less than a month, it would seem logical to elect the same people who were just elected for those offices to fill the vacancies, but this is not strictly required. Some changes may be desirable. For instance, it might be logical to elect the newly elected VP as President, and find someone new to serve as Vice President.

If the association is unable to fill the vacancies prior to January, then it seems there will be much fewer vacancies to fill. At that time, the VP would automatically become President, and the vacancies to fill would be in the offices of VP and Secretary.

[Transpower]

The new officers take control in January--so just wait until January.  Your bylaws probably specify that the VP becomes president upon resignation of the current president.  Also, your bylaws probably specify that other offices are filled, if necessary, by action of the board, in between elections.