Election of Board Members

Started by ReginaR • 8 replies • 2588 views

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ReginaR (Texas)
Posts: 4

Posted:

Our bylaws state that elections are to be by secret written ballot. This has not been done in several years. Instead, the president has asked for volunteers to raise their hands if they wanted to occupy the BOD. Then a motion was made to let these volunteers occupy the BOD, and then the motion was seconded. Then a vote by a show of hands of the members present (a quorum was established) was taken. By a majority vote the volunteers were then considered elected to office.

It has been done this way for at least 3 years, probably longer than that. Since it has been done this way for so long, does that establish a precedence that negates the bylaws, or have all the boards that were elected in this manner been illegal? If the boards were illegal, then what kind of legal liabilites are there for the Association as well as the individual board members that served?

RickM (Florida)
Posts: 10

Posted:

According to Florida Statute 720.306 (9) elections are held in accordance with your HOA’s covenants. If that procedure that has been used for the last three years is in the covenants and is recorded in the county where the HOA exists and the board has notified all property owners of the meeting in accordance with Florida Statute 720 it is legal. Below is Florida Statute 720.306 (9):

(9) ELECTIONS.--Elections of directors must be conducted in accordance with the procedures set forth in the governing documents of the association. All members of the association shall be eligible to serve on the board of directors, and a member may nominate himself or herself as a candidate for the board at a meeting where the election is to be held. Except as otherwise provided in the governing documents, boards of directors must be elected by a plurality of the votes cast by eligible voters. Any election dispute between a member and an association must be submitted to mandatory binding arbitration with the division. Such proceedings shall be conducted in the manner provided by s. 718.1255 and the procedural rules adopted by the division.

ReginaR (Texas)
Posts: 4

Posted:

We are in Texas.

The governing docs, in this case the bylaws state that the procedure is secret written ballot. It is just not what has been done for several years now.

RogerB (Colorado)
Posts: 5,067

Posted:

Regina, you asked if the boards were illegal. The procedures were not properly but if no one challenges then life goes on. When you know things are not being done properly you can interrupt consideration of an action by raising a POINT OF ORDER and request the chair comply with the rules.

ReginaR (Texas)
Posts: 4

Posted:

Roger,

Around 20 (out of 212) residents are planning on challenging the current board and previous board's legitimacy. That's why I am wondering about the repercussions this may cause.

Regina

RogerB (Colorado)
Posts: 5,067

Posted:

Regina, as far as questioning any previous Board's legitimacy what would you gain? Regarding the future you can challenge that the procedure for election of those directors violated the rules if you so chose. The Board would have options. If you are not satisfied with their result you could call a special meeting to revote. It would have been better to challenge the failure to follow the rules at the meeting.

The repercussions could be a revote and/or creating a rift.

SwanB (Washington)
Posts: 199

Posted:

Regina, I am going to add my voice to the question of 'What will you gain by going the route of finding the past actions illegal or the naming the Board illegitimate?' Think of the repercussions. Not only will the individuals in their positions be considered illegitimate but also every action they pursued as Board members while in those positions. Do you and the 20 or so members who are thinking of pursuing this really want to go there?
Why not start from here and go forward by following the rules as they are set down in your covenant?
I cannot imagine what we would do as a Board (or an association) if we had to rescind all the actions we have done over the past year because it was discovered my membership on the Board was not legitimate.

ReginaR (Texas)
Posts: 4

Posted:

I am the current Vice President. This is how they plan to oust us. I don't think it is a well thought through plan because I feel it holds LOTs of legal ramifications for us ( the current board), the HOA, and the previous boards that were voted in in this same manner.

RogerB (Colorado)
Posts: 5,067

Posted:

There is no legal ramification if the Board acted in good faith and was only ignorant of the procedures defined by the By-laws and simply were following established procedures of the past few years. Remember, those members could have objected to the election procedures at the meeting and did not. Since they have now decided to challenge the validity of the election, the Board could void the election and call another meeting to elect Directors otherwise there may be legal ramifications.

Don't let the excuse of "LOTs of legal ramifications" be an excuse to not correct a mistake. This appears to be a power struggle about who got elected. Let this be a lesson on why rules should be followed.

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