adding new members to the board of directors in my HOA with conflicts with state statuates and our governing documents. Appointing of new members to t

I am in an HOA of a 473 home subdivision in Florida. Our governing documents say that we have a three member board until it is increased by majority vote of a quorum of the members intitled to vote at a meeting called for such purpose. I take this to mean the members of the association are to vote in the additional members to the board by proxie vote and there must be a quorum to have a legal election. Now there seems to be a conflict with Chapter 617.0809Par (2) under board vacancy. It says that when a vacancy uccurs to a director elected by a class, chapter, unit, or group, the vacancy may be filled only by members of that class chapter, unit, or group or by a majority of the directors in office elected by such class, chapter, unit, or group. Paragraph (3) then goes on to say an increase in the number of members may be filled by by the board of directors but for a term until the next election of directors by the members. Chapter 720.306(2) say election of directors to the board must be held at the annual meeting or as provided in the governing documents. In our recent board meeting the president recommended adding two members to the board. This was approved by the current board. My question is does the president of the board have the authority to appoint new members? I wasn't sure until I read the above chapters and our governing documents. I believe new members must be voted in by the members of the association by proxie vote. I would like some feedback on this before I challange these appointments. Thanks JerrellC

MaryA1 This is esentially the same as our governing documents. Our documents also say election to the board shall be by secret written ballot. But paragraph (2) and (3) of 617.0809 seems to contradict each ether in filling a vacancy or adding new members. Chapter 720 say elections shall be held at the annual meeting "or" as provided in the governing documents. Our governing docs say members shall be voted in. PS The meeting quickly came to an end at this point with the announcement that the president is resigning after the meeting. He had also appointed another person to the board secretly. We now have a confusing mess in our association with whats going on. There's more to the story but I believe you have my point. Thanks JerrellC

kw3(California) Our By Laws under Article III The Board of Directors may fill a vacancy by a direct vote of a quorum of directors. But in the case of adding new members they must be voted on by ballot of a quorum of members entitled to vote at a meeting called for such purpose.The governing docs must also be ammended to show a five member board. It seems that the good old boy system is still alive in our HOA. Thanks JerrellC Florida

MaryA1
Thank you Mary that's exactly what I am saying. These appointments to the board may be OK but they should be voted in by the membership of the HOA. It would also help to know something about their qualications, experience, etc. Thanks JerrellC (Florida)