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Subject: Time During Meeting to Fill Vacancy
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Author Messages
RonH16
(Florida)

Posts:4


09/01/2017 8:31 AM  
When a vacancy has occurred and someone at a regular meeting wants to fill that vacancy is the board required to fill the vacancy at the beginning of a meeting or at the end or only at a special meeting or the annual election meeting?. This would not have been on the agenda for a regular meeting.
AugustinD


Posts:508


09/01/2017 9:11 AM  
Posted By RonH16 on 09/01/2017 8:31 AM
When a vacancy has occurred and someone at a regular meeting wants to fill that vacancy is the board required to fill the vacancy at the beginning of a meeting or at the end or only at a special meeting or the annual election meeting?. This would not have been on the agenda for a regular meeting.




Is this a vacancy on the board of directors? Or for an officer position (President, VP, treasurer, secretary)? Or for a committee, like an architectural review committee?

Whichever it is, I think the board has pretty much a legal duty to announce the vacancy to all members and let all consider applying. Depending on which position it is, your HOA's governing documents may have more requirements.
DaveD3
(Michigan)

Posts:726


09/01/2017 9:37 AM  
General rule is that no action should be taken on anything that was not on the agenda for that meeting.
SheliaH
(Indiana)

Posts:1889


09/01/2017 10:21 AM  
We were somewhat informal about this, probably because we had a difficult time getting volunteers! If someone said "hey, I'd like to volunteer," he/she would be asked about his/her background, why they'd like to join and what they'd bring to the table, the board would debate briefly and then vote, seating the person that night. The next newsletter and board minutes would provide more information on the new member.

Looking back, I think we should have put more effort into vetting because I think some may have felt a wee bit of pressure to join, thought more about it when they got home and we never saw them again.

So I think it's better to take this up at the next meeting. Tell the homeowner to provide some information about his/her background and why they'd like to serve and prepare to make a brief presentation on the same at that meeting, where other homeowners will be invited to ask a few questions as well as the current board. The board can then debate and make a decision, perhaps making the appointment effective at the meeting (some sort of orientation could then occur before the new member joins)
KerryL1
(California)

Posts:4162


09/01/2017 12:35 PM  
If the Board is going to elect a new director, I agree that this agenda topic should be posted in advance and that Owners also should be encouraged to apply. I see no reason this could not be done at a regular meeting of the Board.
SueW6
(Michigan)

Posts:194


09/01/2017 12:54 PM  
Check your governing documents. Usually, it's the board that fills a vacancy (on the board) with a vote of the board only.

So - assuming the "vetting" has been done by board members before, the "candidate" is appointed to the position by a board vote at a regular board meeting.

Hopefully, every board member is aware of this person's qualifications so that they can make an informed vote.

Majority vote needed to place the new person on Board.

RonH16
(Florida)

Posts:4


09/01/2017 1:10 PM  
Our governing documents do not address this particular issue in detail. It does mention "Special Meeting" and of course the annual meeting. We have monthly meetings and agenda is prepared but at the time there was no knowledge that someone (not an office holder) was stepping down. It was brought to our attention that someone would like to fill the position. How they knew to be there for that I don't know.
DouglasK1
(Florida)

Posts:839


09/01/2017 1:43 PM  
Posted By RonH16 on 09/01/2017 1:10 PM
Our governing documents do not address this particular issue in detail.

In that case Florida Statute 720 (HOA) or 718 (Condo) can provide guidance. 720 has this:

Unless otherwise provided in the bylaws, any vacancy occurring on the board before the expiration of a term may be filled by an affirmative vote of the majority of the remaining directors, even if the remaining directors constitute less than a quorum, or by the sole remaining director. In the alternative, a board may hold an election to fill the vacancy, in which case the election procedures must conform to the requirements of the governing documents. Unless otherwise provided in the bylaws, a board member appointed or elected under this section is appointed for the unexpired term of the seat being filled. Filling vacancies created by recall is governed by s. 720.303(10) and rules adopted by the division.

I haven't looked at 718, but it could very well have similar language. If not, the FS 617 (non-profit corp) might be useful to look at.
RonH16
(Florida)

Posts:4


09/01/2017 1:58 PM  
If we do not have this on the agenda since the board would not know should this issue be handled before regular business or after regular business when the meeting is open to the floor?
GenoS
(Florida)

Posts:1446


09/01/2017 5:06 PM  
Posted By RonH16 on 09/01/2017 8:31 AM
When a vacancy has occurred and someone at a regular meeting wants to fill that vacancy is the board required to fill the vacancy at the beginning of a meeting or at the end or only at a special meeting or the annual election meeting?. This would not have been on the agenda for a regular meeting.

If the vacancy on the board occurred for reasons other than a recall, FS 720 says:

"Unless otherwise provided in the bylaws, any vacancy occurring on the board before the expiration of a term may be filled by an affirmative vote of the majority of the remaining directors, even if the remaining directors constitute less than a quorum."

If your bylaws address vacancies then they should be followed. Otherwise, the law doesn't require them to do fill the vacancy if they choose not to. If they want to select a replacement then that needs to be on the agenda in advance of the meeting where they intend to fill the vacancy. I don't think it matters at what point in the meeting the remaining directors vote on it.

Note that things are a little different in the case of a recall.
KerryL1
(California)

Posts:4162


09/01/2017 7:46 PM  
So, Ron, just put this matter on your next open Board meeting agenda under New Business. Or are y'all in a big hurry to appoint someone??If so, simply hold a spcila meeting of the board and appoint someone. IN either case, I hope you'd put out a call for candidates so the Board can review their applications.

We had a vacancy earlier this year put out the info and 4 Owners applied. The Board selected one, 3-2, by secret ballot (which should be OK)
GenoS
(Florida)

Posts:1446


09/01/2017 9:31 PM  
No secret voting by directors in Florida with one exception: the voting for officer positions. I think the vote to select a replacement director to fill a vacancy may not be in secret.

FS 720.303(2)(c)3 ...
"Directors may not vote by proxy or by secret ballot at board meetings, except that secret ballots may be used in the election of officers."
SueW6
(Michigan)

Posts:194


09/02/2017 6:24 AM  
Re Ron

At the beginning of the meeting, the presiding officer should ask for approval of the meeting agenda. You can then motion to include the filling of the board position vacancy to the agenda BECAUSE THIS DOES NOT REQUIRE NOTICING TO THE GENERAL MEMBERSHIP. This is internal business of the board and can be handled right at that meeting.



JohnC46
(South Carolina)

Posts:6802


09/02/2017 7:21 AM  
If one's Bylaws allow the BOD to fill a BOD vacancy and the Bylaws do not call for some sort of notification that there is a BOD vacancy to be filled, I say the BOD can fill that vacancy during a BOD Meeting. Maybe under new business, an agenda change notice, etc.
TimB4
(Virginia)

Posts:14509


09/02/2017 8:52 AM  
New business is typically taken up near the end of the meeting after all other business is conducted.
KerryL1
(California)

Posts:4162


09/02/2017 9:02 AM  
FL may be like CA where the agenda must be posted 4 days in advance for a regular or special meeting of the Board. Thus, in CA and elsewhere, the agenda is not "approved" at the beginning of the meeting and nothing may be added unless the Board agrees it's an emergency.

Thanks for FL info about secret ballots at Board meetings, Geno. To fill vacancies is the only time--other than officers--we've done that in my HOA.
GenoS
(Florida)

Posts:1446


09/03/2017 7:47 PM  
In Florida condo associations, FS 718 says notices of board meetings must include agendas. In HOAs, FS 720 requires the notice to be posted but not the agenda (there is one exception but it's an oddity). We post our board meeting agendas anyway along with the meeting notices. We do, however, approve the agenda at the start of every board meeting and have made last-minute changes on occasion for any serious questions that pop up in the week between the agenda meeting and the board meeting. That doesn't happen often, though. The last time was a director's resignation the day before a board meeting. Didn't want to wait another 6 weeks to address it so we added it to the agenda the night of the meeting.
RonH16
(Florida)

Posts:4


09/04/2017 7:52 AM  
Geno
Thank you. We have been posting the agenda which has been a pain. Our sign provides meeting date, time, location and type of meeting.
JohnC46
(South Carolina)

Posts:6802


09/04/2017 8:24 AM  
Ron

There might be several ways to post an agenda depending on FL law. In SC we could simply attach a copy of it to a bulletin board, attach it to a sign, Email it, post it on our web site, etc. We do not have to US Mail it to each owner.
KerryL1
(California)

Posts:4162


09/04/2017 8:57 AM  
We post ours in our high rise mailroom. I hope no one thought I meant "post" as post by US mail??
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