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Filling Vacencies to executive board


Guest Tom

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Need a bit a clarification on the filling vacancy to our Executive Board in our Condo Association.  Our Board consist of 3 Board Members.  And the officers of our association consist of President, Vice-President, Secretary, and Treasurer.  The Board may choose to have an Assistant Secretary, and Assistant Treasurer.  President and Vice-President must be Board members, and the others, do not.  All officers are elected by the 3 board members.  This year our President sold condo unit, as per our by-laws and condo declarations as the time of the sale, both the board and president position became vacant.  Our Vice-President at the time accepted the position as President, and 1 vacancy to fill, but unfortunally resigned her officer position and position from the Board.  The lone person left of the board who was treasurer, therefore accepted the position as president and opened up nominations for a special election to be held for the 2 board positions be to held at the association's annual meeting.  There were 2 who expressed an interest and to be nominated.  At the annual meeting nominations were opened up on the floor, and with no other nominations they were closed and the 2 unopposed were on the board for the unexpired term.  In the looking of the by-laws there possibly may have been a violation on how it was handled and looking for guidance if in fact they were and if so how to fix it.

By-laws currently reads for vacancies....  Vacancies in the executive board caused by any other reason other than removal of a member by a vote of the unit owners shall be filled by a majority of the remaining members of  special meeting of the executive board held for such purpose promptly after occurrence in any such vacancy even though the members present at such meeting may constitute less than a quorum.  Each person so elected shall be a member of the executive board for the remainder of the term of the member being replaced and until a successor shall be elected at the next annual meeting of the association at which such seat is to be filled upon expiration of the term of his predecessor.  In case of multiple vacancies the member receiving the greatest number of votes shall be elected for the longest term........  How I am reading this is that the Executive board holds a special meeting and chooses, or appoints to fill for the remaining unexpired term of the member or members being placed.  Now by opening up and accepting nomination for a special election at the association's annual meeting instead of the board was this right, or was this a violation of the by-laws... 

 

Now for nominations the bylaws further state...  Any unit owners may submit to the secretary at least 30 days before the meeting at which the election is to be held a nominating petition signed by unit owners owning at least 4 units in the aggregate, together with a statement that the person nominated is wiling to serve on the executive board and a biographical sketch of the nominee.  The Secretary shall mail or hand deliver to every unit owner along with a notice of such meeting.  and Nominations may be submitted from the floor at the meeting at which the election was held for each vacancy on the executive board for which no more than one person has been nominated by petition. ....  Now what was done, 2 people who submitted their names to be nominated.  How I am reading is the 2 needed to get a petition signed by 4 unit owners to be nominated.  This did not happen.  Am I reading this right, and based on this that the special election was illegal. 

 

Now on to the filling of the President..  When the President sold her unit was an automatic resignation of the board and officers position.  The Vice-President accepted the President Position, and then the President appointed another person to the board and to serve as Vice-President.  A month later, they both resigned their officer position and from the Board.  The lone single board member who was treasurer, took on and accepted the duties for the president..  Now the by-laws state as follows.....  Vice President. The Vice President shall take the place of the President and perform the duties of the President whenever the President shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Executive Board shall appoint some other member of the Executive Board to act in the place of the President, on an interim basis. The Vice President shall also perform such other duties as shall from time to time be delegated or assigned him by the Executive Board or by the president. The Vice President shall cease holding such office at such time as he ceases to be a member of the Executive Board.....  Now there is nothing in the bylaws on Secretary or Treasurer acting in the rolls of President or Vice-President as those 2 do not necessary need to be members of the executive board.  The Current person serving as president is being challenged by the same 2 board members who were nominated and were unopposed as not valid because he was not vice-president and that the position is not filled in descending order,  The argument here by the Current president was that there were 2 vacancies, he was the lone remaining board member, president & vice-president resigned, and made himself president to carryout the duties and that he continues to serve out as president for the unexpired term of that officers position.. 

I understand we have to interpret our own by-laws, but looking for some guidance and 2nd opinions here..

 

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13 minutes ago, Hieu H. Huynh said:

 

 

1 minute ago, Hieu H. Huynh said:

What are the terms of office for the board members? When do elections normally occur?

All board and officers positions are 3 year terms.  But interestingly all 3 board seats all expire the same time instead of scattered.  I think at one time they were scattered with every year a board seat became up for election, but for the past 7+ years all board seats expire the same time and the election of officers are Jan 1 by the board following election of board members by the association

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Guest george trunzo

It seems to me that by what your by-laws state on filling vacancies that the Executive Board would elect to fill the vacancy, but that section is silent on what criteria would be used for the board to select to fill vacancy.  You refer to a section in your by-laws on nominations on how one get nominated, so it would seem that section would apply and then the executive board would then vote, or in the case of the single board member, would choose of those submitting petitions to serve on the executive  board for the remainder term. being  In the case of how the nominating was handled, if section of the by-law was not followed, then vote would not be valid by the board member, and any decisions that was made by those board members would be null and void and not binding.  You would have to redo the nomination process as stated in your by-laws.  In your case of President.   being that your bylaws state that the executive board elects the president, the single member person on your board was able to elect himself to president for the remainder term.

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19 minutes ago, Guest said:

All board and officers positions are 3 year terms.  But interestingly all 3 board seats all expire the same time instead of scattered.  I think at one time they were scattered with every year a board seat became up for election, but for the past 7+ years all board seats expire the same time and the election of officers are Jan 1 by the board following election of board members by the association

Are they in the middle of the 3-year terms?

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On 12/12/2015 at 1:17 PM, Guest Tom said:

How I am reading this is that the Executive board holds a special meeting and chooses, or appoints to fill for the remaining unexpired term of the member or members being placed.  Now by opening up and accepting nomination for a special election at the association's annual meeting instead of the board was this right, or was this a violation of the by-laws... 

If the bylaws authorize the Executive Board to fill the vacancies, then that is what must occur, but nothing prevents the board from asking the membership for its opinions on the subject. In fact, given the circumstances (there is only one board member remaining), this sounds like an incredibly good idea. The board will now need to meet to actually fill the vacancies. It is free to follow the membership's advice, or not, as it pleases.

On 12/12/2015 at 1:17 PM, Guest Tom said:

Now for nominations the bylaws further state...  Any unit owners may submit to the secretary at least 30 days before the meeting at which the election is to be held a nominating petition signed by unit owners owning at least 4 units in the aggregate, together with a statement that the person nominated is wiling to serve on the executive board and a biographical sketch of the nominee.  The Secretary shall mail or hand deliver to every unit owner along with a notice of such meeting.  and Nominations may be submitted from the floor at the meeting at which the election was held for each vacancy on the executive board for which no more than one person has been nominated by petition. ....  Now what was done, 2 people who submitted their names to be nominated.  How I am reading is the 2 needed to get a petition signed by 4 unit owners to be nominated.  This did not happen.  Am I reading this right, and based on this that the special election was illegal. 

An assembly is not limited to electing candidates who are nominated, unless the bylaws so provide, so the facts provided, in and of themselves, do not suggest that an election conducted in this manner would have been invalid. Additionally, since the bylaws provide that the board fills the vacancies, it seems to me that the vote by the membership was purely advisory, and therefore would not need to follow the rules for an actual election. I don't think the actual election by the board will need to follow the same rules as for an election by the membership either.

On 12/12/2015 at 1:17 PM, Guest Tom said:

The argument here by the Current president was that there were 2 vacancies, he was the lone remaining board member, president & vice-president resigned, and made himself president to carryout the duties and that he continues to serve out as president for the unexpired term of that officers position.. 

Sounds right to me. The bylaws authorize the board to fill vacancies, and he was the only board member. I don't see what would stop him from appointing himself as President.

On 12/12/2015 at 2:12 PM, Guest george trunzo said:

It seems to me that by what your by-laws state on filling vacancies that the Executive Board would elect to fill the vacancy, but that section is silent on what criteria would be used for the board to select to fill vacancy.  You refer to a section in your by-laws on nominations on how one get nominated, so it would seem that section would apply and then the executive board would then vote, or in the case of the single board member, would choose of those submitting petitions to serve on the executive  board for the remainder term. being  In the case of how the nominating was handled, if section of the by-law was not followed, then vote would not be valid by the board member, and any decisions that was made by those board members would be null and void and not binding.  You would have to redo the nomination process as stated in your by-laws.  In your case of President.   being that your bylaws state that the executive board elects the president, the single member person on your board was able to elect himself to president for the remainder term.

I'm not sure I agree that a section on nominations for elections by the general membership necessarily applies to elections by the board to fill a vacancy, but even if it does, violations in the nomination process generally would not invalidate an election. So far as RONR is concerned, an assembly is not limited to electing a candidate who has been nominated. Additionally, as a general rule, a Point of Order regarding a violation must be made at the time of the breach. There are some cases in which a violation is so severe that it constitutes a continuing breach, but that does not appear to be the case here.

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