Election of officers, also BOD election necessary if all Owners sit on BOD?

1) I am on the Board of a small HOA of 8 owners. All sit on the Board. We have a President, Treasurer, and Secretary, and no management company. Each year at the Annual Meeting we have elected the three officers, but we have never held an election for all the Directors-all owners just continue on the BOD each year.

However, we are starting to update our governance documents and want to do the election of our officers (President, Treasurer, Secretary) correctly. New California code requires double secret ballot and an Inspector of Elections, etc. Is this the procedure for election of the Officers as well (the President,Secretary, Treasurer)? Or is it just for the election of the BOD?

2) This leads to my second quandary. We never hold election of BOD, because in pratice the 8 Owners all automatically sit on the Board. So, do we need to hold an 'election' to renew all to the BOD each year?

Our 1992 Bylaws and CC&Rs state that we must have a minimum of 3 Directors and they serve one-year terms, but we have never applied this. Can we set indefinite terms? On the flip side, can we in fact vote Owners off the Board?

Susan, Thank you for your very helpful reply! Nothing seems to state that every Owner automatically sits on the Board. This has simply been the practice since 1992 when they did the Condo conversion. I have been here just 3 years.

From our CC&Rs (not yet updated):

"'Member' means an Owner who by reason of his/her record ownership of a Condominium holds a membership in the Association."

"'Membership' means each person upon becoming an Owner of a Condominium shall automatically become a Member of the Association and shall remain a Member until he ceases to be an Owner."

"Association' means the Homeowners Association, a non-profit corporation, it successors or assigns. The Association shall mean, when the context requires, its Board of Directors, officers, and duly authorized representatives and agents as the same, or any of them, may be constituted from time to time."

"'Board' means Board of Directors of the Association as the same may from time to time be constituted."

Our Bylaws (not yet updated) very clearly refer to the "Members" as the larger body of Owners, while referring to the Board as a subset of elected Directors: "Members who are not a member of the governing body may attend annual and special meetins but may not participate in any deliberation or discussion unless expressly so authorized by the vote of a majority of the quorum of the governing body."

"Number and Qualification of Directors: The number of directors of the corporation shall be at least 3. The Board may by resolution increase its size or provide new methods, requirements, or terms for directors, but may not extend the terms of incumbent members without approval of a mjority of each class of membership." I don;t think we have different classes of membership on the Board; this is left over from the TORCA conversion to tenant ownership.

"DIRECTORS Election and Term of Office. At each annual meeting, Members shall elect three directors for a term of one year. All directors shall hold office until the expiration of their term for which elected and until their respective successors are elected and qualified. This Bylaw may be amended, but at least 3 directors must be elected each year. Every Member enititled to vote at any election of directors may cumulate his/her votes..."

"Annual Meeting. Immediately following each Annual Meeting of Members, the Board of Directors shall hold a regular meeting for the election of any officers and the transaction of other business. Notice of this meeting shall not be given.

In our bylaws, the need for Election Inspectors was stated regarding the election of Directors to the Board. But for the Board electing the officers of the Board (Pres, Sec, Treasurer), there is no guideline in the Bylaws other than "OFFICERS Elections: All officers of the Corporation shall be elected annually by the Board of Directors."

I have been guessing that the new election rules (secret ballot, Teller) will apply to the Board's election of its own officers (Pres, Sec, Treas). I just am unsure if our whole Board needs to re-elect itself to a new one-year term as a Director each year.

Sarah

From the looks of it, the MINIMUM board members is 3 - and, by default, those three would also be the 3 officers.

Your bylaws don't say what is the maximum number of Board members is. So the 8 of you will just have to hold an election, and how many are elected will serve. It says that any other members can attend, but not paricipate in Board meeting. That makes for different "classes" of membership.

For such a SMALL group, I'd suggest that EVERY owner be a member of the Board, and officers elected from that 8, with a minimum of 3 on the Board. (One vote per unit) - (Forget this tiered classes of membership, your group is just too small to keep anyone out of the loop in governing your organization) JMHO.

Yes, thanks again, Susan. This helps me so much in my endless knot.

We are trying to change any 'informal' practices to formal ones, especially if it is about election to join the Board of Directors. We are trying to follow our by-laws, and at the same time prepare and comply with the current state code for elections.

We are definitely hiring legal rep to amend the bylaws and CC&Rs, and are following that process as outlined in our bylaws.

I think those are the right suggestions for the terms of office. Thank you!