HOA Bylaws require Director appointed to President or VP to have won a membership election.

[Guest RICH]

HOA Bylaws require Directors appointed to President or VP to have won a membership election. Can a former board director who won membership election in 2020 for 2- yr term but did not stand for re-election in 2022, be appointed by the Board to fill a President vacancy in 2024?

[Josh Martin]

On 7/20/2024 at 4:25 PM, Guest RICH said:

HOA Bylaws require Directors appointed to President or VP to have won a membership election. Can a former board director who won membership election in 2020 for 2- yr term but did not stand for re-election in 2022, be appointed by the Board to fill a President vacancy in 2024?

I don't think I can begin to attempt to answer this question without seeing the exact wording of the rules in your bylaws on these subjects.

[Guest guest rich]

VI. OFFICERS AND THEIR DUTIES 1. Officers. The Officers of the Association shall be a President and Vice President, who shall at all times be Directors, a Secretary and a Treasurer (who may, but need not be Directors), and such other officers as the Board may from time to time by resolution establish.

https://oakhillsestates.com/ByLaws_May2019.pdf

I believe the former president 2022 to 2024 who lost the 2024 membership election can fill a 2024 vacancy for any office other than president or vp. correct/

[Rob Elsman]

I don't understand why this action is being called an "appointment" instead of an election. The action is being taken as an official action of the board by means of a majority vote (or unanimous consent), is it not?

[Guest guest rich]

I am distinguishing between Directors created by the voting membership where the term begins at the vote certification and board appointed director when that term begins with that vote.  Which always would be at later date than the election thereby creating a term gap for the board appointed director which does not meet the criteria for President or VP "shall be a director at all time".

[Richard Brown]

On 7/20/2024 at 7:45 PM, Guest rich said:

josh

i don't see my reply to you with the Bylaw PDF  at www.oakhillsestates.com/bylaws

 

If you posted a reply containing a link, it might be being automatically held for moderator approval.

[Rob Elsman]

On 7/20/2024 at 7:37 PM, Guest guest rich said:

I am distinguishing...

Nevertheless, from a procedural standpoint, these are all elections that are subject to the rules of order applying to elections.

I have no idea about the crux of the question being asked. I always assume that bylaws say what they mean and mean what they say, so it is the responsibility of the society to examine the document, determine its meaning, and do what is required.

[Josh Martin]

On 7/20/2024 at 5:24 PM, Guest guest rich said:

VI. OFFICERS AND THEIR DUTIES 1. Officers. The Officers of the Association shall be a President and Vice President, who shall at all times be Directors, a Secretary and a Treasurer (who may, but need not be Directors), and such other officers as the Board may from time to time by resolution establish.

https://oakhillsestates.com/ByLaws_May2019.pdf

I believe the former president 2022 to 2024 who lost the 2024 membership election can fill a 2024 vacancy for any office other than president or vp. correct/

Ah, so you're back.

I have not changed my opinion since you asked this same question two months ago.

Your bylaws grant the board the authority to fill vacancies. The bylaws also provide that the board elects a President and Vice President from among its own members. Nothing prevents the board from appointing a person to fill a vacancy on the board and subsequently electing that person as President or Vice President. The fact that this person lost an election to serve on the board in 2024 is irrelevant.

Your rules provide "The Officers of the Association shall be a President and Vice President, who shall at all times be Directors,"

All that this means is that the President and Vice President must be Directors at the time they are elected as President and Vice President, and throughout their service as President and Vice President. That's it. You are reading things into the rule that aren't there.

If your organization wishes to amend its bylaws, it is free to do so, but under the rules as they exist at this time, the board is free to elect any person currently serving as a director as President or Vice President, even someone who the board had just appointed to fill a board vacancy immediately prior to electing the President and Vice President, and even someone who recently lost an election to serve on the board.

I do not believe that there is even any ambiguity on this matter, and I quite frankly think you are wasting your time by continuing to argue about the interpretation of this rule. Move on, and if you don't like the rule, try to change it.

If you insist on wasting your time further and want to make these same arguments in your society (or in court), I suppose we can't stop you, but I certainly have no intention of lending any credence to your arguments.

On 7/20/2024 at 7:37 PM, Guest guest rich said:

I am distinguishing between Directors created by the voting membership where the term begins at the vote certification and board appointed director when that term begins with that vote.  Which always would be at later date than the election thereby creating a term gap for the board appointed director which does not meet the criteria for President or VP "shall be a director at all time".

So long as this person is not elected as President or Vice President until after being appointed to the board, the person has been a director at all times during their service as President or Vice President.

If you wish to pursue this matter further, I would suggest you seek to amend the bylaws to add the following sentence:

"Directors appointed to the board to fill a vacancy shall not be eligible to serve as President or Vice President."

It seems to me that is what you want the bylaws to say. It is not, however, what the bylaws actually do say.

In the alternative, as I suggested last time, it may be simpler to amend the bylaws to provide that officers are elected by the membership, not by the board, since at times it seemed like that's what you really want.

On 7/21/2024 at 2:31 AM, Rob Elsman said:

Nevertheless, from a procedural standpoint, these are all elections that are subject to the rules of order applying to elections.

I have no idea about the crux of the question being asked. I always assume that bylaws say what they mean and mean what they say, so it is the responsibility of the society to examine the document, determine its meaning, and do what is required.

The OP's question may (or may not) make more sense if you read his same question from two months ago.

Essentially, the OP is arguing (incorrectly) that because the bylaws say that the President and Vice President must "at all times" be a director, this prohibits the board from electing a person who was elected by the board to fill a vacancy in a director position as President or Vice President. Or in other words, only a person elected to the board by the membership (not by the board) may be elected by the board.

Edited July 21, 2024 at 01:32 PM by Josh Martin