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Subject: Vice president resigns
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StacieW
(Missouri)

Posts:5


07/21/2019 7:26 PM  
If vice president resigns does the president get to appoint new vice president or do other BODs vote on it?
JohnC46
(South Carolina)

Posts:8892


07/21/2019 7:42 PM  
The Pres. does not get to appoint a VP. The BOD votes to fill the BOD vacancy first. Once the BOD Vacancy is filled, then the BOD has a BOD Officer's Election. The present Pres. might well not win re-election as Pres.
StacieW
(Missouri)

Posts:5


07/21/2019 7:45 PM  
Bummer. Not the answer I was hoping for.
KerryL1
(California)

Posts:6726


07/21/2019 8:03 PM  
Are you on the Board, Stacie? Whether you are or not, read your bylaws, which should say how board vacancies are filled. As JohnC points out, the Board votes to elect a VP.

I don't know why he's talking about the president, though. Unless her/his term is over, s/he is still president.

Why don't you like our response, Stacie? Inquiring minds want to know.
StacieW
(Missouri)

Posts:5


07/21/2019 8:33 PM  
My husband is president. Vice president resigned. Was hoping he got to appoint rather then deal with BOD. It's just a complete sh** show here with the whole 9 members. Constant drama and people seem to think they can make rules as they go. Sorry for late response.
StacieW
(Missouri)

Posts:5


07/21/2019 8:39 PM  
We actually have 2 different grounds to sue on which we will be persuing. They want my husband to run it the crooked they gave since 2006 and it's not going to happened. They have liked the wrong bear this time and there will be no bullying us into standing down just because they bought in 2006 and us in 2016. Have had enough. The Vice president they will be putting in is already making calls she has no authority to make. So it's going to be a real treat. Ugh. Sigh
StacieW
(Missouri)

Posts:5


07/22/2019 4:05 AM  
Does a special meeting have to be call for our 3 remaining BOD to agree on new VP or is it something they can all just agree on in a document?
MelissaP1
(Alabama)

Posts:8764


07/22/2019 6:00 AM  
Well the VP responsibility is defined in the documents. They really don't have much authority or responsibility. Ours only is to take over meetings if President can not attend. That's it.

May I recommend your husband (and you) bring the HOA's documents to EACH and EVERY meeting? If you need to answer a question, refer to them. Even if it is NOT at that meeting and take more research. Say your going to examine the rules before answering or making a decision.

The VP and other board members (including President) can't just make random phone calls/decisions representing the HOA until it is agreed upon. As President it doesn't mean I ruled everyone and the HOA. It means I acted as the head of the HOA on what the HOA has agreed upon.

So I'd suggest a good read and memorization exercise of our rules ASAP...

Former HOA President
AugustinD


Posts:2063


07/22/2019 7:20 AM  
Posted By StacieW on 07/22/2019 4:05 AM
Does a special meeting have to be call for our 3 remaining BOD to agree on new VP or is it something they can all just agree on in a document?


Election by the directors of a new VP should be done at a formal meeting and documented in the Minutes.

But Stacie, if your husband does not have a like-minded board majority with which to work, then he is working against the numbers. A President does not really, legally have anymore voting power or authority than an ordinary director. He "presides" at meetings, and that gives him some very limited power. To think otherwise is a classic mistake of HOA Presidents. Overreach by Presidents is common. If your HOA's Board is making decisions by majority vote where such decisions violate the law, he will not have a chance to fix things, lawfully, as President.
KerryL1
(California)

Posts:6726


07/22/2019 7:49 AM  
See other reels, Stacie. And also, I'm confused. You say there are nine "members," and then thee are three remaining members. Does that mean you should have a board of nine? Or do you mean your whole HOA is nine homes?

The lawsuit story should be a different thread if you want our ideas. But do know that most of us are not lawyers.
JohnC46
(South Carolina)

Posts:8892


07/22/2019 10:01 AM  
Posted By KerryL1 on 07/21/2019 8:03 PM
Are you on the Board, Stacie? Whether you are or not, read your bylaws, which should say how board vacancies are filled. As JohnC points out, the Board votes to elect a VP.

I don't know why he's talking about the president, though. Unless her/his term is over, s/he is still president.

Why don't you like our response, Stacie? Inquiring minds want to know.




What I was trying to say:

1. Fill the vacancy on the BOD.
2. Call for a BOD Election of Officers. All Officers thus maybe the Pres. will not be re-elected Pres.

MarkM19
(Texas)

Posts:460


07/22/2019 10:21 AM  
John,
This should be done at the same meeting in my opinion. I am totally with you as you describe the process. Once the person is appointed the next item on the agenda is to reassign Director positions.

As President of my current board who is going to appoint a new member to our board tomorrow night I find this very timely. I also would find it odd that all directors would have to defend the seat they currently hold. I always thought that the person would simply fill the missing hole in the board by the resignation. I think the best time to reevaluate Director positions is best left to the Annual elections when it is a meeting by the Homeowners of the HOA.
JohnC46
(South Carolina)

Posts:8892


07/22/2019 11:58 AM  
Posted By MarkM19 on 07/22/2019 10:21 AM
John,
This should be done at the same meeting in my opinion. I am totally with you as you describe the process. Once the person is appointed the next item on the agenda is to reassign Director positions.

As President of my current board who is going to appoint a new member to our board tomorrow night I find this very timely. I also would find it odd that all directors would have to defend the seat they currently hold. I always thought that the person would simply fill the missing hole in the board by the resignation. I think the best time to reevaluate Director positions is best left to the Annual elections when it is a meeting by the Homeowners of the HOA.





Mark

Members have no vote on Officers (just the BOD does) so why wait until the Annual Meeting? I do agree there should an Officer election soon after the Annual Meeting.

After our Annual Meeting this past year, our BOD had a general discussion about having an Officer election and we (5 of 5) decided to leave the Pres, VP/Treasurer (me) in place and one person volunteered to be the Secy. We actually never voted......LOL.
MarkM19
(Texas)

Posts:460


07/22/2019 1:24 PM  
John,
I stand corrected. I looked again at our governing documents. The selecting of Officers should take place at the first meeting following the Annual meeting. It is definitely is at the boards discretion who get the roles on the board. It just needs to happen at a Open Meeting.
RichardP13


Posts:0


07/22/2019 1:56 PM  
Many states don't have Open Meeting laws.

The first meeting after the Annual meeting could still be the same day, just after all the member business has been concluded. Some documents actually require that it be done in conjunction with the Annual meeting.
JohnC46
(South Carolina)

Posts:8892


07/22/2019 2:03 PM  
We have always waited until our first BOD Meeting which is usually a few months after the Annual Meeting (April), but the behind the scenes politicking has already been done.....LOL
GenoS
(Florida)

Posts:3372


07/22/2019 2:21 PM  
My HOA's officers serve at the pleasure of the board. Notwithstanding that the officers are also directors (on the board), the board can put "election of officers" on any board meeting agenda and re-shuffle the deck, so to speak, at any time. There could be a different president every month if that's the way they wanted to do it. Naturally, no one ever wants to do it that way. But they could if they wanted to.

Our Bylaws say, "A vacancy in any office shall be filled by the Board of Directors without undue delay, at its regular meeting or at a meeting specially called for that purpose."

The president resigned as a Director in March after having been elected less than 2 months prior. At the March board meeting, the board selected a replacement director to fill the vacancy on the board and then elected the old vice president to be the new president. No one volunteered to be the vice president and so, in violation of our Bylaws and state corporate law, we haven't had a VP for almost 4 months.
EmilyW2
(Indiana)

Posts:11


07/22/2019 3:12 PM  
Posted By StacieW on 07/21/2019 7:26 PM
If vice president resigns does the president get to appoint new vice president or do other BODs vote on it?




Did the VP resign as VP or resign from the board all together? If the latter in our association the board vacancy would be voted on by all residents. The VP would then be filled from the BOD after. We only have a 5 member board though.
KerryL1
(California)

Posts:6726


07/22/2019 4:34 PM  
In most HOAs, when a director reigns, the remaining directors select a new director. So, Emily, I don't think your bylaws are typical, but not unheard of.

But I still don't get why we're talking about the president when it's only the VP who's resigning? Of course the board can have an agenda item to shuffle around the officers, but, why in this case?
RichardP13


Posts:0


07/23/2019 4:38 PM  
You follow the procedures outlined first in state regulations and then your own HOA governing documents. The procedure is not the same from state to state or HOA to HOA.
JohnC46
(South Carolina)

Posts:8892


07/23/2019 5:11 PM  
Posted By EmilyW2 on 07/22/2019 3:12 PM
Posted By StacieW on 07/21/2019 7:26 PM
If vice president resigns does the president get to appoint new vice president or do other BODs vote on it?




Did the VP resign as VP or resign from the board all together? If the latter in our association the board vacancy would be voted on by all residents. The VP would then be filled from the BOD after. We only have a 5 member board though.



JohnC46
(South Carolina)

Posts:8892


07/23/2019 5:15 PM  
Posted By EmilyW2 on 07/22/2019 3:12 PM
Posted By StacieW on 07/21/2019 7:26 PM
If vice president resigns does the president get to appoint new vice president or do other BODs vote on it?




Did the VP resign as VP or resign from the board all together? If the latter in our association the board vacancy would be voted on by all residents. The VP would then be filled from the BOD after. We only have a 5 member board though.




Emily

Typically when a BOD Member resigns, the BOD can elect someone to replace the resigned member. Rarely, rarely, rarely do the owners get to vote on a replacement.

Generally the discussion is does the BOD chosen replacement fill out the term until the next BOD Election or the entire term of the person they are replacing. In our docs, the appointee fills out the balance of the term.
KerryL1
(California)

Posts:6726


07/23/2019 5:59 PM  
Johnc makes a good point. In our bylaws, the director serves only until the next election.
EmilyW2
(Indiana)

Posts:11


07/25/2019 10:38 AM  
Posted By JohnC46 on 07/23/2019 5:15 PM
Posted By EmilyW2 on 07/22/2019 3:12 PM
Posted By StacieW on 07/21/2019 7:26 PM
If vice president resigns does the president get to appoint new vice president or do other BODs vote on it?




Did the VP resign as VP or resign from the board all together? If the latter in our association the board vacancy would be voted on by all residents. The VP would then be filled from the BOD after. We only have a 5 member board though.




Emily

Typically when a BOD Member resigns, the BOD can elect someone to replace the resigned member. Rarely, rarely, rarely do the owners get to vote on a replacement.

Generally the discussion is does the BOD chosen replacement fill out the term until the next BOD Election or the entire term of the person they are replacing. In our docs, the appointee fills out the balance of the term.




I think this depends on what your bylaws and articles of incorporation state. Ours do not allow for appointments so if someone resigns or is ineligible to continue to serve then the vacant director position would go for a vote before all residents. After that, the BOD would fill the VP spot.
KerryL1
(California)

Posts:6726


07/25/2019 11:00 AM  
I don't know about Indiana, Emily, but many states' corporations codes deal with handling board vacancies. Maybe check yours?
RichardP13


Posts:0


07/25/2019 11:03 AM  
Posted By KerryL1 on 07/25/2019 11:00 AM
I don't know about Indiana, Emily, but many states' corporations codes deal with handling board vacancies. Maybe check yours?



I believe Emily twice described how their documents handle a resignation. Their procedure is not uncommon in smaller and older associations.
RichardP13


Posts:0


07/25/2019 11:07 AM  
Posted By KerryL1 on 07/25/2019 11:00 AM
I don't know about Indiana, Emily, but many states' corporations codes deal with handling board vacancies. Maybe check yours?



For your information, here is California Corporation on that subject. Look at the sections in bold.

Corporations Code §7224. Filling Vacancies; Resignation.

(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board may be filled by approval of the board (Section 5032) or, if the number of directors then in office is less than a quorum, by

(1) the unanimous written consent of the directors then in office,

(2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 7211, or

(3) a sole remaining director.
Unless the articles or a bylaw approved by the members (Section 5034) provide that the board may fill vacancies occurring in the board by reason of the removal of directors, or unless the corporation has no members pursuant to Section 7310, such vacancies may be filled only by approval of the members (Section 5034).

(b) The members may elect a director at any time to fill any vacancy not filled by the directors.

(c) Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
KerryL1
(California)

Posts:6726


07/25/2019 11:09 AM  
I see I may have misunderstood Emily. She's saying that her HOA's docs specifically say the board may not fill vacancies? Right Emily? but even so, the state's corporations code would supersede her own docs UNLESS it says, "unless the corporatation's governing documents state otherwise," or some such.
RichardP13


Posts:0


07/25/2019 11:12 AM  
Tennessee Corporation Code

48-58-111. Vacancy on board.

(a) Unless the charter or bylaws provide otherwise, and except as provided in subsections (b) and (c), if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from a removal with or without cause:

(1) The members, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of that class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members;

(2) The board of directors may fill the vacancy; or

(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) Unless the charter or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.

(c) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the charter or bylaws. In the absence of an applicable charter or bylaw provision, the vacancy may not be filled by the board.

(d) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under § 48-58-107(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
KerryL1
(California)

Posts:6726


07/25/2019 11:14 AM  
I see I may have misunderstood Emily. She's saying that her HOA's docs specifically say the board may not fill vacancies? Right Emily? but even so, the state's corporations code would supersede her own docs UNLESS it says, "unless the corporation's governing documents state otherwise," or some such.

I now see Richard's post that crossed with my last one. Yes, in CA, Owners MAY elect someone to fill a vacancy. But the board has the first option to do that.

Hmmm Richard's CA Corps. Code citation seems to have disappeared.
KerryL1
(California)

Posts:6726


07/25/2019 12:45 PM  
And another of mine & Richard's crossed paths. TN code says if her bylaws say owners appoint a replacement, then that's how it should be in her HOA.

But, if not specified, then 1 "or" 2 is done. But who decides if it's 1 or 2?

EmilyW2
(Indiana)

Posts:11


07/25/2019 4:59 PM  
Posted By KerryL1 on 07/25/2019 11:14 AM
I see I may have misunderstood Emily. She's saying that her HOA's docs specifically say the board may not fill vacancies? Right Emily? but even so, the state's corporations code would supersede her own docs UNLESS it says, "unless the corporation's governing documents state otherwise," or some such.

I now see Richard's post that crossed with my last one. Yes, in CA, Owners MAY elect someone to fill a vacancy. But the board has the first option to do that.

Hmmm Richard's CA Corps. Code citation seems to have disappeared.




Yes, our bylaws/articles specify that the residents will hold an election for board vacancies. Since that is clearly specified in our documents then it is not superseded by state code. I will gladly acknowledge that this is not how most people who have posted on this thread do it in their association but I’m kind of sick of people continually questioning and presuming I am wrong just because it isn’t what they do.I think the take home point is refer to your specific association bylaws for direction on how to proceed. If your bylaws or articles provide no direction then apply applicable state law. Of course, by all means if your bylaws are not in compliance with your state laws then bring them into compliance. Ours are and to my knowledge always have been although I haven’t been on the board long.


KerryL1
(California)

Posts:6726


07/25/2019 5:05 PM  
I think it's great that you do know your bylaws. Minor note: I imagine yours say "members" v. "residents." Usually it helps if a sentence or two is quoted from the relevant doc. The reason is many posters do misinterpret theirs.
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