President self nominates.

[Guest Curious 1]

We are a non-profit HOA and we have an open board of directors seat. Can the president self appoint themself as a BOD while holding a presidential seat? Our bylaws state that BOD seats are voted in by the members. And for clarity, are the officer's, i. e. secretary and treasurer allowed to vote on board meetings? It my understanding that the president is not to vote except in a couple of instances. Please advise. And thank you so much! 

[puzzling]

On 12/4/2022 at 7:22 AM, Guest Curious 1 said:

We are a non-profit HOA and we have an open board of directors seat. Can the president self appoint themself as a BOD while holding a presidential seat? Our bylaws state that BOD seats are voted in by the members. And for clarity, are the officer's, i. e. secretary and treasurer allowed to vote on board meetings? It my understanding that the president is not to vote except in a couple of instances. Please advise. And thank you so much! 

in most organisations officers are members of the board (although it is not often spelled out in the bylaws) so it is more often a negative, officers are boardmembers unless the bylaws say that they aren't.

If the officers are boardmembers they have all the rights that the boardmembers have.

Depending on the size of the board, if the board has more than around a dozen members the president should not vote except if it influences the outcome (this is not to exclude him from voting , but to keep the impression of impartiality)

If your bylaws say that the BOD members are voted in by the members, then that is just the way it should be done, and by no other way, so NO BOD members or officers cannot appoint other boardmembers.

[Joshua Katz]

On 12/4/2022 at 5:57 AM, puzzling said:

in most organisations officers are members of the board (although it is not often spelled out in the bylaws) so it is more often a negative, officers are boardmembers unless the bylaws say that they aren't.

I see the practicality of this, but I'm not sure I can agree. The bylaws have to say something about the board, or else there is no board. If they specify that anyone is on the board, i.e. 3 directors or whatever, then per expressio unius, no one not so listed is on the board. But I have never seen bylaws, personally, that neglect to include the officers on the board. Maybe I've just been lucky.

[Richard Brown]

Guest curious, the answers to your questions depend entirely upon your bylaws.

For example, how do the bylaws define the Board of Directors? Who did they say the board consists of?  How are the board members and the officers selected? Does the membership elect the board and then the board selects the officers from among the members of the board? Or does the membership elect both the officers and the board? What do your bylaws say about filling vacancies? If nothing, what do the bylaws say about the power of the Board of Directors, specifically, do they say that the Board of Directors has the authority to conduct the affairs of the organization between meetings of the membership?

We need more information about your bylaws in order to answer your question.

Edited to add:  Since this is a homeowner association, it might also be subject to provisions of law dealing with the selection of the officers and the board and filling vacancies. In addition, The association’s declarations and, if Incorporated., its articles of incorporation might provide guidance. 

Edited December 4, 2022 at 04:10 PM by Richard Brown
Added last paragraph

[Josh Martin]

On 12/4/2022 at 1:22 AM, Guest Curious 1 said:

Can the president self appoint themself as a BOD while holding a presidential seat?

Well, first you should check your bylaws to see what they say regarding filling vacancies, to determine whether the President has the authority to appoint people to fill board vacancies at all. RONR does not grant the President this authority.

The other issue is whether the President is already a member of the board, which is generally the case. If so, it would seem to me the President cannot simply appoint himself to a second board seat.

In the event the President has the authority to appoint board members and the President, for some reason, is not already a board member, then I suppose he is free to appoint himself to the position.

On 12/4/2022 at 1:22 AM, Guest Curious 1 said:

Our bylaws state that BOD seats are voted in by the members

Yes, I understand that, in the general case, the board members are elected by the membership of the association. But is there also a provision regarding filling vacancies? If not, do the bylaws grant the board "full power and authority" to conduct business between meetings of the association?

On 12/4/2022 at 1:22 AM, Guest Curious 1 said:

And for clarity, are the officer's, i. e. secretary and treasurer allowed to vote on board meetings?

Assuming they are board members, yes.

On 12/4/2022 at 1:22 AM, Guest Curious 1 said:

It my understanding that the president is not to vote except in a couple of instances.

If the board is using the small board rules, this understanding is not correct. The chair, if a member, is free to vote in all cases under the small board rules.

If the board is not using the small board rules, this understanding is correct.

On 12/4/2022 at 5:57 AM, puzzling said:

in most organisations officers are members of the board (although it is not often spelled out in the bylaws) so it is more often a negative, officers are boardmembers unless the bylaws say that they aren't.

While I certainly agree with the observation that the officers are usually members of the board, it is not correct to say that "officers are boardmembers unless the bylaws say that they aren't."

The only persons who are members of the board are those that the bylaws specify are members of the board. Officers are only members of the board if the bylaws say they are.

Further, I would note that there are two different (and both common) arrangements in societies:

• In some societies, the society elects the board officers (President, Vice President, etc.) and the other board members. In such a case, the bylaws will often provide that the named officers are ex-officio members of the board.
• In other societies, the society elects the board members, but the board elects its officers (President, Vice President, etc.). In such a case, the board generally will elect officers from among its members, but this is not strictly required unless the bylaws so provide.

On 12/4/2022 at 5:57 AM, puzzling said:

If your bylaws say that the BOD members are voted in by the members, then that is just the way it should be done, and by no other way, so NO BOD members or officers cannot appoint other boardmembers.

Certainly the board cannot simply create additional board positions, but it may well be that the bylaws grant the board authority to fill vacancies.

[Guest Curious 1]

First, I want to thank you all for such quick replies! Seeing now that I should have given more information, I need to explain that we are a small nonprofit HOA. We have 3 officer's and 2 board members, of I am a board member. This HOA was created and started back in 1996 and was put on pause sometime in the early 2000. When I bought my house going on 5 years ago, the HOA was not in effect. Last year, it started up again by homeowners who have no clue what to do. Including myself. According to our bylaws, the board has all the power & authority to conduct business between meetings of the association. The other board member and I make a quorum of 2. In the ccr, under section 1 1.02 Definitions, it states Association meaning it's members and 1.03 Board of Directors, which states 3 member's. Not BOD member's & officer's. It doesn't mention officer's and according to the bylaws & ccr's it doesn't mention the officer's as board members, just the 3. Which is why I'm so confused. The president just recently added BOD title to their presidential title. This doesn't sound right. 

Also, the bylaws and ccr's do not use any wording in regards to officer's being board officer's, just officer's. So how does the voting work? Or are they automatically "board" officer's that are allowed to vote? The bylaws do say that the voting rights go to BOD and the members, which states that every homeowner is a member which would mean that they can vote, correct? 

In the ccr section 6 Administrator 6.03 Performance of function & required transfer, it says, Upon said transfer all functions of the administrator shall be assumed by the homeowners association board of directors.

Please advise. I apologize if I have missed a question.

THANK YOU! 

 

 

[Atul Kapur]

While I generally agree with Mr. Martin's comments, particularly

On 12/4/2022 at 11:41 AM, Josh Martin said:

While I certainly agree with the observation that the officers are usually members of the board, it is not correct to say that "officers are board members unless the bylaws say that they aren't."

I am not so certain about

On 12/4/2022 at 11:41 AM, Josh Martin said:

The other issue is whether the President is already a member of the board, which is generally the case. If so, it would seem to me the President cannot simply appoint himself to a second board seat.

An individual is able to hold more than one office as long as they are not incompatible. I do not understand why the offices of president and director are incompatible, even if the president is already a member of the board. Of course, this person only has one vote, even if occupying two seats on the board.  RONR (12th ed.) 45:2 "It is a fundamental principle of parliamentary law that each person who is a member of a deliberative assembly is entitled to one—and only one—vote on a question. This is true even if a person is elected or appointed to more than one position, each of which would entitle the holder to a vote."

[Joshua Katz]

On 12/4/2022 at 1:36 PM, Guest Curious 1 said:

In the ccr, under section 1 1.02 Definitions, it states Association meaning it's members and 1.03 Board of Directors, which states 3 member's.

  If your bylaws state that the board has three members, and do not say that the officers are board members, then the officers are not board members.

On 12/4/2022 at 1:36 PM, Guest Curious 1 said:

Also, the bylaws and ccr's do not use any wording in regards to officer's being board officer's, just officer's. So how does the voting work? Or are they automatically "board" officer's that are allowed to vote?

Non-members of an assembly may not vote in its proceedings.

On 12/4/2022 at 1:36 PM, Guest Curious 1 said:

he bylaws do say that the voting rights go to BOD and the members, which states that every homeowner is a member which would mean that they can vote, correct? 

You have to separate out what body you're talking about. From what you've said, the board has three members. When the board is meeting, those three people can vote. Every homeowner is a member of the association, so when the association is meeting, every homeowner can vote.

[puzzling]

for homeowners organisations I refer to the home owners protection bureau hopb.co their website gives links to the state laws and organisations much more than this forum can provide, and with home owners associations it is likely to be get to such a situation that legal advice will be necessary.

 

Good luck

[Guest Curious 1]

By the way, I did not find anything on "vacancies" in the bylaws or ccr's. But

Puzzling, thank you for the website.

Mr. Katz, our board is supposed to be 3 people with the power & authority. 2 member's have been rightfully voted in. And 1 seat remains open.  The 2 BOD's meets the quorum requirements to vote. In starting this HOA back up again, some people are confused as to when it is time for the BOD's to vote, the president, treasurer and secretary want to vote in board meetings. Some say no and some say yes in their understanding. 

 when you said, "Non-members of an assembly may not vote in its proceedings." 

Who are the non-members? 

I'm sorry, this is completely new to me. 

[Richard Brown]

On 12/4/2022 at 7:09 PM, Guest Curious 1 said:

when you said, "Non-members of an assembly may not vote in its proceedings." 

Who are the non-members? 

The board members are members of the Board of Directors, which is itself an assembly. People who are not members of the board are not members of that assembly.... the board.  I believe that is the group Mr. Katz was referring to.

Members of the Homeowner's Association are members of that assembly..... the membership.  All members of the Homeowner's Association may vote at homeowner meetings.

A meeting of the board is an assembly.  So is a meeting of the membership..... but that is a different assembly.

So, before you can say who is and is not a member, you have to define which assembly (which group) you are talking about.  Board members are probably also members of the association, but only those members of the association who are on the Board of Directors are board members.

Edited to add:  When asking questions about what can be done at a meeting or something that happened at a meeting, it is important to always tell us what kind of meeting it you are referring to..... who is meeting.  What body.

Edited December 5, 2022 at 01:42 AM by Richard Brown
Added last paragraph

[Josh Martin]

On 12/4/2022 at 1:45 PM, Atul Kapur said:

An individual is able to hold more than one office as long as they are not incompatible. I do not understand why the offices of president and director are incompatible, even if the president is already a member of the board. Of course, this person only has one vote, even if occupying two seats on the board.  RONR (12th ed.) 45:2 "It is a fundamental principle of parliamentary law that each person who is a member of a deliberative assembly is entitled to one—and only one—vote on a question. This is true even if a person is elected or appointed to more than one position, each of which would entitle the holder to a vote."

Generally, my understanding is that when an organization has officers who are, ex officio, also directors of the board, the officers essentially serve 1) the duties of a director of the board and 2) the particular duties of their office. In such a case, I would suggest that it is "incompatible" (and absurd) for a person to serve as both President and as a director, just as it would be to appoint one person to serve as two directors.

Although it would seem this organization has an unusual structure and the officers are not, in fact, members of the board. So this issue is not relevant here.

On 12/4/2022 at 1:36 PM, Guest Curious 1 said:

The other board member and I make a quorum of 2. In the ccr, under section 1 1.02 Definitions, it states Association meaning it's members and 1.03 Board of Directors, which states 3 member's. Not BOD member's & officer's. It doesn't mention officer's and according to the bylaws & ccr's it doesn't mention the officer's as board members, just the 3. 

I hesitate to answer based on a paraphrase, but assuming it is correct that the bylaws do not provide that the officers are members of the board, then the officers are not members of the board. It would be helpful to see the exact language of the relevant section.

On 12/4/2022 at 7:09 PM, Guest Curious 1 said:

our board is supposed to be 3 people with the power & authority. 2 member's have been rightfully voted in. And 1 seat remains open.  The 2 BOD's meets the quorum requirements to vote. In starting this HOA back up again, some people are confused as to when it is time for the BOD's to vote, the president, treasurer and secretary want to vote in board meetings. Some say no and some say yes in their understanding. 

Your paraphrase appears to suggest the only the three directors are members of the board. If this is correct, then only the three directors may vote. The President, Treasurer, and Secretary would not be members and would not be able to vote, unless they are also directors.

As to the question of who can fill the open seat, we would need to know what the bylaws say regarding filling vacancies on the board or, if they are silent on that subject, what they say regarding the board's authority generally.

[Guest Curious 1]

Please accept my sincere gratitude for everyone's opinions and advice! 

In my crazy processing, I believe I got it from the last responses. It's a lot to learn and fast. Again, thank you all for rallying around me. 

[Gary Novosielski]

On 12/4/2022 at 2:22 AM, Guest Curious 1 said:

We are a non-profit HOA and we have an open board of directors seat. Can the president self appoint themself as a BOD while holding a presidential seat? Our bylaws state that BOD seats are voted in by the members. And for clarity, are the officer's, i. e. secretary and treasurer allowed to vote on board meetings? It my understanding that the president is not to vote except in a couple of instances. Please advise. And thank you so much! 

Isn't the president already a member of the board?  If so, what purpose would it serve to also fill a vacant seat?  It would be the same effect as leaving the seat vacant.  Having two seats DOES NOT give the occupant two votes!

It's common for the board to be elected by the members, but the bylaws may also have a separate paragraph that deals will filling vacancies that occur before the end of a term of office.  Often the board is authorized to vote in a person to fill out the remainder of the original term.  How this is handled varies, and you'll have to read your bylaws to see how it works in your organization.

The other officers, if they are members of the board, have the right to vote at board meetings.  If they are also general members of the organization (which they usually are) then they can also vote at general membership meetings.  At membership meetings, they have no special board powers, except that the president and secretary often serve those roles at both kinds of meeting.  Again this is usual, but your bylaws may vary.

[Alicia Percell, PRP]

I think there MAY have been some misunderstandings based on inconsistent terminology.  I noticed that the subject of the thread was about the president self-NOMINATING.  Then in the question itself was a reference to self-APPOINTING, which is a very different thing.  So if the question was intended to be about nominating oneself, the answers on the topic of self-appointing won't seem to be a fit.

Unless you have a specific rule against it, RONR doesn't prohibit nominating oneself, and the smaller the group the more common such a thing would be.

Also it could be that the state law for HOAs already makes the officers members of the board, so there are places to check besides the bylaws for that detail.  Maybe it's in state statute.