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Subject: President and Vice President refuse to go to board meeting
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NoahA
(Florida)

Posts:212


04/23/2019 6:55 AM  
What happens if both the president and the vice president refused to go to a meeting as they know both are going to be asked to step down?

Would the board have to make a "temporary chairman" to act in place of the president?
GeorgeS21
(Florida)

Posts:1263


04/23/2019 7:01 AM  
If the board can meet with a quorum without the P and VP, then the board can simply vote to remove them from their P and VP (officer positions). Once this is done, the board can vote for replacement P and VP.

The board cannot remove them as directors, however, only the voting membership can do that, either at special meeting for that purpose, or at a normal membership meeting, per processes in your bylaws.
BobB31
(Florida)

Posts:121


04/23/2019 7:08 AM  
The president is usually a director, but the vice president usually doesn't have to be. Based on your question, it sounds as if your directors are doubling as officers, with the president being the chairman and the vice president being the vice chairman. Since the two have in effect resigned, then yes, the remaining members elect a new chairman to run the meeting and then proceed with filling the vacancies created by the resignations. Keep in mind that while directors are usually allowed to double as officers (see your articles of incorporation and bylaws), they are not required to, except for the president who is usually elected from among the board members. Note, there is probably no requirement that the president be the chairman of the board, so to avoid this situation in the future, the new board might want to consider making the president and chairman two different board members.
GeorgeS21
(Florida)

Posts:1263


04/23/2019 7:25 AM  
I’ve never been on a board that had positions called chairman, but have been on several with P and VP ... all being required, per our bylaws, to be members of the community, and duly elected to be directors by the membership, then elec Ed by the board to be officers, by each position.

It sounded like the officers have not resigned, simply aren’t attending board meetings. If you have a quorum at a board meeting, vote them out as officers, then elect new P and VP from among those directors remaining.
BobB31
(Florida)

Posts:121


04/23/2019 7:51 AM  
Forgive me. I was assuming, perhaps incorrectly, that such language in Articles of Incorporation (AOI) and Bylaws is pretty boilerplate. From our Bylaws:

"The presiding officer of Director's meetings shall be the Chairman of the Board, who shall be elected by a majority vote of the Directors."
Similar language for the Vice Chairman.

From our AOI:
"The President shall be elected from among the membership of the Board ... but no other officer need be a Director."

The Chairman presides over Board meetings. The President presides over membership meetings. Again, these are usually the same person, but nothing says they have to be.

Your AOI and Bylaws might say something different, so be sure to read them to make sure you are on solid ground.



KerryL1
(California)

Posts:6539


04/23/2019 10:16 AM  
Assuming there is a quorum, they simply motion to appoint x, y or z as chair of this meeting. When both our prez & VP have been absent, that temp chair (chair pro tem, or some such?) has been the secretary. The motion & vote fro the removal of those two form their respective offices. It can be a secret ballot if directors prefer.
NpS
(Pennsylvania)

Posts:3583


04/23/2019 10:31 AM  
Posted By KerryL1 on 04/23/2019 10:16 AM
Assuming there is a quorum, they simply motion to appoint x, y or z as chair of this meeting. When both our prez & VP have been absent, that temp chair (chair pro tem, or some such?) has been the secretary. The motion & vote fro the removal of those two form their respective offices. It can be a secret ballot if directors prefer.




Sound advice. The business of the HOA must proceed regardless of who shows up. Selection and de-selection of P and VP is the Board's business. Also, there could be a provision in your docs that allows the Board to strip Officer positions from Board members who fail to show up at some number of meetings.


Sikubali jukumu. Read all posts at your own risk.
GenoS
(Florida)

Posts:3132


04/23/2019 11:45 AM  
Posted By GeorgeS21 on 04/23/2019 7:01 AM
If the board can meet with a quorum without the P and VP, then the board can simply vote to remove them from their P and VP (officer positions). Once this is done, the board can vote for replacement P and VP.

Nailed it in one.
JohnC46
(South Carolina)

Posts:8556


04/23/2019 2:40 PM  
Posted By KerryL1 on 04/23/2019 10:16 AM
Assuming there is a quorum, they simply motion to appoint x, y or z as chair of this meeting. When both our prez & VP have been absent, that temp chair (chair pro tem, or some such?) has been the secretary. The motion & vote fro the removal of those two form their respective offices. It can be a secret ballot if directors prefer.




HAving a quorum is the catch. The OP says the Pres and VP will not show up thus the BOD has to be at least 5 members and the remaining 3 show up and they want to hold a new BOD Officers Election. Quite a few ifs.
NpS
(Pennsylvania)

Posts:3583


04/23/2019 3:09 PM  
Posted By JohnC46 on 04/23/2019 2:40 PM
Posted By KerryL1 on 04/23/2019 10:16 AM
Assuming there is a quorum, they simply motion to appoint x, y or z as chair of this meeting. When both our prez & VP have been absent, that temp chair (chair pro tem, or some such?) has been the secretary. The motion & vote fro the removal of those two form their respective offices. It can be a secret ballot if directors prefer.




HAving a quorum is the catch. The OP says the Pres and VP will not show up thus the BOD has to be at least 5 members and the remaining 3 show up and they want to hold a new BOD Officers Election. Quite a few ifs.




Not really. 3 of 5 show up. Only 2 votes needed to make the changes (unless there are special rules in the bylaws for Officer removals).

Sikubali jukumu. Read all posts at your own risk.
JohnC46
(South Carolina)

Posts:8556


04/23/2019 3:22 PM  
Posted By NpS on 04/23/2019 3:09 PM
Posted By JohnC46 on 04/23/2019 2:40 PM
Posted By KerryL1 on 04/23/2019 10:16 AM
Assuming there is a quorum, they simply motion to appoint x, y or z as chair of this meeting. When both our prez & VP have been absent, that temp chair (chair pro tem, or some such?) has been the secretary. The motion & vote fro the removal of those two form their respective offices. It can be a secret ballot if directors prefer.




HAving a quorum is the catch. The OP says the Pres and VP will not show up thus the BOD has to be at least 5 members and the remaining 3 show up and they want to hold a new BOD Officers Election. Quite a few ifs.




Not really. 3 of 5 show up. Only 2 votes needed to make the changes (unless there are special rules in the bylaws for Officer removals).




I see what NPS is saying and I did not clarify. For the meeting to be held there must be a Quorum so 3 of the 5 would have to be there to establish a Quorum.

One of the 3 would have to Make A Motion to have a BOD Officer Election.

Another of the 3 would have to Second it.

If 2 of the 3 vote for an Election it happens among the 3 of them.
JohnS111
(New York)

Posts:165


04/23/2019 3:31 PM  
Can the board members just sign a "written consent"- a written resolution removing them from office and appointing new people?

Sometimes "written consents" have to be unanimous or could require the missing persons' signatures.
KerryL1
(California)

Posts:6539


04/23/2019 4:21 PM  
I don't think FL permits written consent, by which I think JohnS means "action without a meeting.' In CA and I think VA and other states too, that option only may be used for unexpected emergencies and, indeed the vote must be unanimous, which means it would have to include the P & VP.

Obviously at a board meeting there'd have to be a quorum of directors present.

Oh, wait, it's Noah, I won't look at his past posts, but I think he's been trying to get a change on/of the board for a many months. Can't remember if he's on it.
GenoS
(Florida)

Posts:3132


04/24/2019 8:06 PM  
Posted By JohnS111 on 04/23/2019 3:31 PM
Can the board members just sign a "written consent"- a written resolution removing them from office and appointing new people?

Sometimes "written consents" have to be unanimous or could require the missing persons' signatures.

Not in Florida.
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Forums > Homeowner Association > HOA Discussions > President and Vice President refuse to go to board meeting



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