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Subject: Prospective Board Member Approval
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BettyS
(Florida)

Posts:8


08/29/2019 7:40 AM  
I am trying to find out if other HOA communities are having difficulty getting Board director vacancies filled. For the over 40 years that our Florida HOA has been in existence, anyone who was interested in being on the Board would just submit a letter stating their intentions and letting the Board know how long they have been in the community, etc. The prospective Board member's letter was brought up at the next Board meeting, properly voted on by the Board, and the Board vacancy was filled. Now the current officers of the BOD are saying that when prospective members submit their letters at a meeting that the letters now have to be mailed off and approved by someone/an agency, and then returned to the HOA. At that point, the individual will be either accepted or denied by the BOD. Further, the BOD states that if you resign from the Board, that you have to wait a year before you can get back on the Board. Nowhere in our Bylaws or C&Rs does it say anything about either of these two situations. It seems like the officers are making this all up. The Board is currently short three directors (there is a total of 9 with the officers). Is anyone aware of these rules and, if so, where they are derived from? Thank you for your help.
JohnC46
(South Carolina)

Posts:8730


08/29/2019 9:06 AM  
Betty

Read you Bylaws. The answers will be in there. Bylaws, not Covenants.
BettyS
(Florida)

Posts:8


08/29/2019 10:40 AM  
It is not in the Bylaws, but is there some place else that the Board can be getting this outrageous rule, such as Robert's Rules?
PaulJ6
(New York)

Posts:319


08/29/2019 12:25 PM  
Posted By BettyS on 08/29/2019 10:40 AM
It is not in the Bylaws, but is there some place else that the Board can be getting this outrageous rule, such as Robert's Rules?




Sounds like the person approving board members is the management company, and the management company picks people who will support it?

I've never heard of an official rule like the one you describe.
BettyS
(Florida)

Posts:8


08/29/2019 12:46 PM  
Our HOA/POA (Property Owners Association) is not governed by a management company; just the Board of Directors. Unfortunately it looks like we have a couple of rogue officers that need to be challenged. Thank you for the input.
JohnC46
(South Carolina)

Posts:8730


08/29/2019 12:57 PM  
Betty

You say mailed off. To whom and what for? Might be harmless in like Covenants say no convicted felons can serve on the BOD and they are checking the person out.
KerryL1
(California)

Posts:6632


08/29/2019 1:08 PM  
Are you on the board, Betty?? Why are officers having more say than directors? Are no officers also directors in your HOA?

what JohnC means is that how--the method by which-- people can become directors in your HOA is in your bylaws..

No, Robert's Rules says no such thing.


I feel that no FL law any such thing other, but some of our FL posters will be able to help
RichardP13


Posts:0


08/29/2019 3:47 PM  
I have heard of Florida HOA board and heir governing having to approve owners before they are allowed to buy into an HOA. They could be using the same vehicle to select Board members. Not unheard of.
KerryL1
(California)

Posts:6632


08/29/2019 7:58 PM  
They COULD be, Richard, but if not in their bylaws or some state statute, they are NOT permitted to ('unheard of," or not).

I'm waiting to hear from some of our knowledgeable FL posters.
BettyS
(Florida)

Posts:8


08/29/2019 8:21 PM  
I used to be an officer/director on the Board until I stepped down earlier this year. According to our Bylaws, officers of the Board are directors, too. The officers are ignoring the concerns of the other directors as they requested a special meeting to address community concerns. The meeting would also have been an opportunity to add additional directors to fill a couple of the Board vacancies. The president ignored their request multiple times; the vice president finally responded, but was not willing to hold a meeting.

Regarding mailing forms out. Basically one or two officers are confused with what is written in the Bylaws, and it is hoped that a former Board member will make this clear to them. I could give you the back story, but it really isn't necessary at this point since I know that it is just a matter of misinterpretation. I am hopeful that at least two new directors will be voted in at the next BOD meeting.
GeorgeS21
(Florida)

Posts:1285


08/31/2019 12:23 PM  
Betty,

I’m thinking you need to either post the bylaws or provide quotes.

Directors are usually elected by membership - the board can also usually fill an newly empty spot by someone that left, interim to the next annual meeting.

I frankly can’t fully understand what you are saying occuring.
KerryL1
(California)

Posts:6632


08/31/2019 12:56 PM  
With George, your concerns are a little confusing. Rad your bylaws to see wHO on the board can call a meeting. It varies, but it could be the r prez, any other officer, or even two directors. You FL state Corps codes or HOA/condos codes also will address this issue.
BettyS
(Florida)

Posts:8


08/31/2019 12:57 PM  
George S21 the board can also usually fill an newly empty spot by someone that left, interim to the next annual meeting.

This is what the other directors of the Board are trying to do -- to get people on the Board to fill vacancies. The annual meeting isn't until February 2020.

Thank you to those who have responded. I just needed to know if there were some odd rules out there. Bottom line is that current officers are misinterpreting the Bylaws that have been intact for over 40 years and are also making up some of their own rules as they go along. I believe that the Board vacancies should be able to be filled at the next meeting.
JohnC46
(South Carolina)

Posts:8730


08/31/2019 1:17 PM  
Betty

Read the Bylaws close. Do they say BOD vacancies MAY or MUST be filled?
BettyS
(Florida)

Posts:8


08/31/2019 2:04 PM  
“Vacancies in the Board of Directors shall be filled by a vote of the majority of remaining directors. The newly appointed Board member shall serve the remainder of the years of the Board member he is replacing, for the purpose of continuity." This was one of the amendments to the Bylaws.
KerryL1
(California)

Posts:6632


08/31/2019 4:00 PM  
I don't get why "officers' are controlling this topic. WHO can call a meeting, Betty?
GeorgeS21
(Florida)

Posts:1285


08/31/2019 4:46 PM  
So, this amendment to the Bylaws you mention has been approved in accordance with the previous Bylaws or, sometimes CCRs)?

Can you help us understand the document flow?

Shall is directive ... if the Bylaws as amended are legal, then this means to me the positions must be filled.
BettyS
(Florida)

Posts:8


08/31/2019 5:23 PM  
Amendments to the Bylaws were approved and are a part of the legal record and filed. The amendments were mailed out to the homeowners and approved many years ago.

As far as calling a meeting, any officer or two directors can call a meeting with the required amount of days notice. Two directors did call a meeting per the Bylaws, but they were ignored.

KerryL1
(California)

Posts:6632


08/31/2019 5:53 PM  
So, Betty, you're saying that two directors called a meeting, but not enough directors showed up to have a quorum, right?
KerryL1
(California)

Posts:6632


08/31/2019 6:05 PM  
So, Betty, you're saying that two directors called a meeting, but not enough directors showed up to have a quorum, right?
BettyS
(Florida)

Posts:8


08/31/2019 6:49 PM  
The two directors called the meeting, notifying the president and vice president, another director, and the prospective board members. Other business needed to be discussed as well. The two directors did not hear from the president at all after several attempts (emails, phone calls, etc.). Besides the two directors (plus the third director) that called the meeting, the prospective board members confirmed that they would be at the meeting as well. The vice president (who is also the secretary) responded, but he did not want to hold the meeting in the absence of the president. Since the two directors could not get an officer to preside over the meeting, they decided to cancel the meeting.
GeorgeS21
(Florida)

Posts:1285


08/31/2019 6:54 PM  
No quorum.
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