Appointment of Officers

[dbpc2000]

I am presently VP of our HOA. I was appointed, as are all officers & Board member's positions, by the President.

The Presidents term is up next month.

I have one more year to serve.

When a new Board is elected and a new President elected does that end my position as VP and the new President appoints whoever he wants as VP or do I remain VP until the end of my term?

[hmtcastle]

When a new Board is elected and a new President elected does that end my position as VP and the new President appoints whoever he wants as VP or do I remain VP until the end of my term?

Absent some unusual provision in your bylaws, you'd serve out the remainder of your term. In a typical situation, the general membership elects board members and then the board members elect (or, in your case, the president appoints) the officers from among themselves. Very often, the term of board membership is longer (say, three years) than the terms of officers (say, one year). But there are other possible scenarios. In instances where you must be a board member in order to be an officer, your position as an officer would end if you lost your seat on the board. In other instances, the two positions (board member and officer) are entirely independent. You indicate that you are the vice-president of the association so, at least on the face of it, that would seem to have nothing to do with the board.

But check those bylaws.

[David A Foulkes]

Absent some unusual provision in your bylaws, you'd serve out the remainder of your term. In a typical situation, the general membership elects board members and then the board members elect (or, in your case, the president appoints) the officers from among themselves. Very often, the term of board membership is longer (say, three years) than the terms of officers (say, one year). But there are other possible scenarios. In instances where you must be a board member in order to be an officer, your position as an officer would end if you lost your seat on the board. In other instances, the two positions (board member and officer) are entirely independent. You indicate that you are the vice-president of the association so, at least on the face of it, that would seem to have nothing to do with the board.

But check those bylaws.

Many answers will hopefully be found here. However, I'm wondering about this: if the President has the power to appoint a committee, he also has the power to remove committee members, change membership in the committee, etc. Is there any chance this might be a similar situation? That is, the President appoints the Board, so he can also make changes to it unilaterally?

Of course, it sounds like this board (for the most part) just does what it wants anyway, making up the rules as they go, and the membership does not seem to be clear on its authority over it.

[hmtcastle]

Many answers will hopefully be found here. However, I'm wondering about this: if the President has the power to appoint a committee, he also has the power to remove committee members, change membership in the committee, etc. Is there any chance this might be a similar situation? That is, the President appoints the Board, so he can also make changes to it unilaterally?

Of course, it sounds like this board (for the most part) just does what it wants anyway, making up the rules as they go, and the membership does not seem to be clear on its authority over it.

I suspect the tail is beginning to wag the dog on these many responses to truthseeker's many questions.

[dbpc2000]

Absent some unusual provision in your bylaws, you'd serve out the remainder of your term. In a typical situation, the general membership elects board members and then the board members elect (or, in your case, the president appoints) the officers from among themselves. Very often, the term of board membership is longer (say, three years) than the terms of officers (say, one year). But there are other possible scenarios. In instances where you must be a board member in order to be an officer, your position as an officer would end if you lost your seat on the board. In other instances, the two positions (board member and officer) are entirely independent. You indicate that you are the vice-president of the association so, at least on the face of it, that would seem to have nothing to do with the board.

But check those bylaws.

I'm sorry, I meant VP of the HOA Board. Thanks for your replies.

[Kim Goldsworthy]

I am presently VP of our HOA.

I was appointed, as are all officers & Board member's positions, by the President.

Wait a minute.

Are you saying that

(a.) only the office of president is an elected office?

(b.) no other office in the whole organization is an elected office?

This is highly, HIGHLY unusual.

It is so unusual that I'd like some confirmation.

Do you have the text of your bylaws which defines the offices? Are they all appointed by the president, with the exception of the office of the president?

The President's term is up next month.

I [VP] have one more year to serve.

How do you know this?

Why are you asking,

"When ... a new President elected, does that end my position as VP?"

... when you've already cited your term of office as being ...

"I have one more year to serve."

What makes you think you have one more year to serve?

What makes you think your president can jump over a fixed term of office?

That is, do you have bylaws' text confirmation of this arrangement?

When a new Board is elected and a new President elected does that end my position as VP and the new President appoints whoever he wants as VP or do I remain VP until the end of my term?

Because your arrangement is unique (very unique, coin a redundancy), I doubt any answer from the 700+ pages of RONR will apply.

Someone will HAVE TO READ THE BYLAWS to put the pieces of the puzzle together.

Bottom line:

Presidents do not appoint VPs, by default. -- Yet your organization apparently does allow your president to appoint a full set of directors to its board.

This is a red flag warning that no rule in Robert's Rules of Order will likely apply regarding "undoing appointments".

[David A Foulkes]

Wait a minute.

Are you saying that

(a.) only the office of president is an elected office?

(b.) no other office in the whole organization is an elected office?

This is highly, HIGHLY unusual.

It is so unusual that I'd like some confirmation.

Do you have the text of your bylaws which defines the offices? Are they all appointed by the president, with the exception of the office of the president?

(from another thread by truthseeker)

President appoints all other positions ( VP, Treasure, etc. - they are not elected.

I don't believe we've seen the actual bylaw text yet, but this appears to be the case.

[Josh Martin]

However, I'm wondering about this: if the President has the power to appoint a committee, he also has the power to remove committee members, change membership in the committee, etc. Is there any chance this might be a similar situation? That is, the President appoints the Board, so he can also make changes to it unilaterally?

Yes, the same rule applies. Strictly speaking, an officer should only be removed for misconduct or neglect of duty in office, but I suspect as a practical matter this is difficult to enforce when the President has unilateral authority.

When a new Board is elected and a new President elected does that end my position as VP and the new President appoints whoever he wants as VP or do I remain VP until the end of my term?

You will serve out the remainder of your term, unless the new President doesn't like you.

Once again, I question whether it is appropriate to give the President so much authority.

[Gary Novosielski]

Yes, the same rule applies. Strictly speaking, an officer should only be removed for misconduct or neglect of duty in office, but I suspect as a practical matter this is difficult to enforce when the President has unilateral authority.

I wonder if we can be very sure the same rule applies. For one thing, boards and committees, while they superficially share some common characteristics, are not the same animal. And for another, we have not actually seen the bylaws, which might be a good deal more explicit. For example:

The President shall appoint from among the members of the board the Vice President and the Secretary, each of whom shall for a term two years and until the appointment of his successor.

Would it not then be reasonable to say that, the general rule notwithstanding, the president would not have the power to remove them prematurely?

But this claimed presidential power is so unusual, if not bizarre, that only the actual bylaws language itself is likely to hold any useful answers

[Josh Martin]

Would it not then be reasonable to say that, the general rule notwithstanding, the president would not have the power to remove them prematurely?

As in any case, the Bylaws trump the general rule. Additionally, I agree that the principles of FAQ #20 apply here as well.

But this claimed presidential power is so unusual, if not bizarre, that only the actual bylaws language itself is likely to hold any useful answers

Fair enough.

[dbpc2000]

I don't believe we've seen the actual bylaw text yet, but this appears to be the case.

I'm sorry for confusing everyone. There are 6 vacancies on the Board. The mebership ( residents) vote from the nominees who will fill those vacancies. Then the President appoints from the winners who will be VP, Treasurer, ARB Chair, etc.

This directly from the bylaws seems to say they are all elected but that is not how it has been since I have been here for 10 yrs. On the Board for 4.

3. BOARD OF DIRECTORS

3.1 NUMBER AND TERM OF DIRECTORS

The business, property and affairs of this Association shall be managed by a Board of Directors

composed of seven (7) persons. Each director shall hold office for the term for which he is

elected and until his successor is elected and qualified. The number of Directors may be

increased or decreased by the members, from time to time, at the annual meeting, but shall

never be less than five (5). The affairs of the Association shall be governed by a Board composed

of seven (7) Directors. All Directors shall be owners or the spouse of an owner. All officers of a

corporation, trustees and/or beneficiaries of a trust, partners of a partnership, or other such

owner shall be deemed to be members so as to be eligible for Board membership. Persons who

are convicted felons, who have not had their civil rights restored, are not eligible to serve on

the Board. All Directors will be elected for a two (2) year term. It is the intention of these Bylaws

that a staggered Directorate be maintained. To implement and maintain a staggered directorate,

the Board may hold seats in future elections open for one or two year terms, when necessary or

appropriate. In order to provide for a continuity of experience by establishing a system of

staggered terms, at the first meeting of the Board after the 2004 annual meeting, the number

of Directors to be seated shall be seven (7). The four (4) candidates receiving the highest number

of votes at the 2004 Annual Meeting shall be seated for two (2) year terms. The three (3)

candidates receiving the next highest number of votes shall be seated for a one (1) year term. In

the case of tie votes, or no election due to an insufficient number of candidates, the Directors

elected shall decide among themselves who shall serve the longer terms, and absent the ability

to do so, shall decide by lot. Thereafter, all Directors shall be elected for two (2) year terms with

four (4) Directors being elected in even numbered years (2006. 2008. etc.) and three (3)

Directors being elected in odd numbered years (2005. 2007. etc.). In such cases, those receiving

the higher number of votes shall be elected to the longer terms and when no election is held.

the decision shall be made by agreement of the affected parties, or by lot. The term of each

Director's service shall extend until their elected term is completed and thereafter until their

successor is duly elected and qualified or until the Director is removed in the manner provided in

the Articles of Incorporation or Bylaws, or resigns. Resignations of Directors are effective when

received by the Association in writing, unless a later date is stated.

[hmtcastle]

This directly from the bylaws seems to say they are all elected but that is not how it has been since I have been here for 10 yrs. On the Board for 4.

Well, the passage you cited says nothing about whether the officers are elected or (other than the president) appointed by the president.

And, FWIW, a rule of thumb of mine is that bylaws that try to appear "professional" with such things as "seven (7)" tend to be poorly worded. Does anyone really not understand the meaning of "seven"?

[Guest Guest]

I'm sorry for confusing everyone. There are 6 vacancies on the Board. The mebership ( residents) vote from the nominees who will fill those vacancies. Then the President appoints from the winners who will be VP, Treasurer, ARB Chair, etc.

This directly from the bylaws seems to say they are all elected but that is not how it has been since I have been here for 10 yrs. On the Board for 4.

3. BOARD OF DIRECTORS

3.1 NUMBER AND TERM OF DIRECTORS

The business, property and affairs of this Association shall be managed by a Board of Directors

composed of seven (7) persons. Each director shall hold office for the term for which he is

elected and until his successor is elected and qualified. The number of Directors may be

increased or decreased by the members, from time to time, at the annual meeting, but shall

never be less than five (5). The affairs of the Association shall be governed by a Board composed

of seven (7) Directors. All Directors shall be owners or the spouse of an owner. All officers of a

corporation, trustees and/or beneficiaries of a trust, partners of a partnership, or other such

owner shall be deemed to be members so as to be eligible for Board membership. Persons who

are convicted felons, who have not had their civil rights restored, are not eligible to serve on

the Board. All Directors will be elected for a two (2) year term. It is the intention of these Bylaws

that a staggered Directorate be maintained. To implement and maintain a staggered directorate,

the Board may hold seats in future elections open for one or two year terms, when necessary or

appropriate. In order to provide for a continuity of experience by establishing a system of

staggered terms, at the first meeting of the Board after the 2004 annual meeting, the number

of Directors to be seated shall be seven (7). The four (4) candidates receiving the highest number

of votes at the 2004 Annual Meeting shall be seated for two (2) year terms. The three (3)

candidates receiving the next highest number of votes shall be seated for a one (1) year term. In

the case of tie votes, or no election due to an insufficient number of candidates, the Directors

elected shall decide among themselves who shall serve the longer terms, and absent the ability

to do so, shall decide by lot. Thereafter, all Directors shall be elected for two (2) year terms with

four (4) Directors being elected in even numbered years (2006. 2008. etc.) and three (3)

Directors being elected in odd numbered years (2005. 2007. etc.). In such cases, those receiving

the higher number of votes shall be elected to the longer terms and when no election is held.

the decision shall be made by agreement of the affected parties, or by lot. The term of each

Director's service shall extend until their elected term is completed and thereafter until their

successor is duly elected and qualified or until the Director is removed in the manner provided in

the Articles of Incorporation or Bylaws, or resigns. Resignations of Directors are effective when

received by the Association in writing, unless a later date is stated.

This is the bylaws section for "Directors". Is there a section for "officers"?

[Josh Martin]

This directly from the bylaws seems to say they are all elected but that is not how it has been since I have been here for 10 yrs.

The fact that something has been done for X number of years is never reason to assume it is being done correctly, especially on this forum.

As for interpreting the Bylaws, that is up to your association (see RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation), but I agree with Mr. Mountcastle that the cited provision seems to only be applicable to the election of directors.

[Kim Goldsworthy]

There are 6 vacancies on the Board.

No! Not per your cited rule 3.1.

The membership (residents) vote from the nominees who will fill those vacancies.

No! Not per your cited rule 3.1.

Then the President appoints from the winners who will be VP, Treasurer, ARB Chair, etc.

No! Not per your cited rule 3.1.

This directly from the bylaws seems to say they are all elected but that is not how it has been since I have been here for 10 yrs. On the Board for 4.

No! You have no officers! Your cited rule 3.1 never defines a single office!

Per rule 3.1, all you have is DIRECTORS!

Q. Does your set of bylaws have a section on OFFICERS?

3. BOARD OF DIRECTORS

3.1 NUMBER AND TERM OF DIRECTORS

The business, property and affairs of this Association shall be managed by a Board of Directors composed of seven (7) persons. Each director shall hold office for the term for which he is elected and until his successor is elected and qualified.

[Kim Goldsworthy]

I am presently VP of our HOA.

I was appointed, as are all officers & Board member's positions, by the President.

The Presidents term is up next month.

I have one more year to serve.

Q. When a new Board is elected and a new President elected does that end my position as VP and the new President appoints whoever he wants as VP or do I remain VP until the end of my term?

3. BOARD OF DIRECTORS

3.1 NUMBER AND TERM OF DIRECTORS

S1. (BoD = 7; redundant with S4.) The business, property and affairs of this Association shall be managed by a Board of Directors composed of seven (7) persons.

S2. Each director shall hold office for the term for which he is elected and until his successor is elected and qualified.

S3. The number of Directors may be increased or decreased by the members, from time to time, at the annual meeting, but shall never be less than five (5).

S4. (BoD = 7, redundant with S1.) The affairs of the Association shall be governed by a Board composed of seven (7) Directors.

S5. All Directors shall be owners or the spouse of an owner.

S6. All officers of a corporation, trustees and/or beneficiaries of a trust, partners of a partnership, or other such owner shall be deemed to be members so as to be eligible for Board membership.

S7. (eligibility) Persons who are convicted felons, who have not had their civil rights restored, are not eligible to serve on the Board.

S8. All Directors will be elected for a two (2) year term.

S9. It is the intention of these Bylaws that a staggered Directorate be maintained.

S10. To implement and maintain a staggered directorate, the Board may hold seats in future elections open for one or two year terms, when necessary or appropriate.

S11. (Irrelevant, as it refers to 2004 elections.) In order to provide for a continuity of experience by establishing a system of staggered terms, at the first meeting of the Board after the 2004 annual meeting, the number of Directors to be seated shall be seven (7).

S12. (Irrelevant, as it refers to 2004 elections.) The four (4) candidates receiving the highest number of votes at the 2004 Annual Meeting shall be seated for two (2) year terms.

S13. The three (3) candidates receiving the next highest number of votes shall be seated for a one (1) year term.

S14. (ties) In the case of tie votes, or no election due to an insufficient number of candidates, the Directors elected shall decide among themselves who shall serve the longer terms, and absent the ability to do so, shall decide by lot.

S15. Thereafter, all Directors shall be elected for two (2) year terms with four (4) Directors being elected in even numbered years (2006. 2008. etc.) and three (3) Directors being elected in odd numbered years (2005. 2007. etc.).

S16. In such cases, those receiving the higher number of votes shall be elected to the longer terms and when no election is held.

S17. The decision shall be made by agreement of the affected parties, or by lot.

S18. The term of each Director's service shall extend until their elected term is completed and thereafter until their successor is duly elected and qualified or until the Director is removed in the manner provided in the Articles of Incorporation or Bylaws, or resigns.

S19. (resignations) Resignations of Directors are effective when received by the Association in writing, unless a later date is stated.

You asked:

When a new Board is elected and a new President elected does that end my position as VP and the new President appoints whoever he wants as VP or do I remain VP until the end of my term?

I reply:

If nothing else, you will still sit as a director, even if you are no longer an officer.

See Rule S2.

S2. Each director shall hold office for the term for which he is elected and until his successor is elected and qualified.

If nothing else, you serve for two years.

See Rule S8.

S8. All Directors will be elected for a two (2) year term.

If nothing else, your term of office won't jump around like a crab on a hot rock, but will be fixed, and coordinated with the rest of the defined terms of office of all other directors.

See Rule S9.

S9. It is the intention of these Bylaws that a staggered Directorate be maintained.

If nothing else, no President can arbitrarily hire/fire you as a director. -- Unless the document ARTICLES OF INCORPORATION say otherwise.

See Rule 18.

S18. The term of each Director's service shall extend until their elected term is completed and thereafter until their successor is duly elected and qualified or until the Director is removed in the manner provided in the Articles of Incorporation or Bylaws, or resigns.

Note that nothing in your Bylaw 3.1 ever mentions things like "President", "Vice President", "Secretary", "Treasurer".

So, up to now, you have no such officers.

Q. Do you have more bylaws which define the set of officers (not directors), especially the ones in which you have "... 6 vacancies ..."?

[Josh Martin]

You asked:

When a new Board is elected and a new President elected does that end my position as VP and the new President appoints whoever he wants as VP or do I remain VP until the end of my term?

I reply:

If nothing else, you will still sit as a director, even if you are no longer an officer.

See Rule S2.

S2. Each director shall hold office for the term for which he is elected and until his successor is elected and qualified.

...

Note that nothing in your Bylaw 3.1 ever mentions things like "President", "Vice President", "Secretary", "Treasurer".

So, up to now, you have no such officers.

Q. Do you have more bylaws which define the set of officers (not directors), especially the ones in which you have "... 6 vacancies ..."?

Based on all the gems we have received here, I politely suggest to the original poster to read his Bylaws before asking further questions, as many of the questions asked appear to be answered there, and this could have saved needless speculation.

Granted, the Bylaws seem to raise as many questions as they answer, but that is a separate issue.