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Subject: No President
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Author Messages
SandraU1
(Oregon)

Posts:2


09/12/2019 3:23 PM  
Our president resigned and we now don't have one, or a Vice president. Can the board members continue to hold meetings and vote on items to move forward?
JohnT38
(South Carolina)

Posts:122


09/12/2019 3:50 PM  
Why isn't the remaining board voting for a new president and vice president?
KerryL1
(California)

Posts:6703


09/12/2019 4:21 PM  
Do you still have a quorum of a board? In other words do you still have enough board members so that they can conduct the biz of your HOA? That answer is in your bylaws

If not, solicit volunteers. If enough then, like JohnT says, the remaining board elects a Prez & VP (if a VP is required).

Welcome to the forum, Sandra. Are you on the board?
FredS7
(Arizona)

Posts:916


09/13/2019 8:37 AM  
Probably contracts require the signature of a president or vice-president. So yes, you probably need at least one of them to "do business". Elect one.
SandraU1
(Oregon)

Posts:2


09/13/2019 2:45 PM  
Yes I am on the board and we have a secretary, treasurer and four other board members for a total of 6. We don't have anyone who wants to be the president or the VP. I didn't know if we could even conduct business without a president. the last president stayed on for 2 years and was good before that we had a group of lying manipulators who whined the whole time about how hard it was and shared nothing, is why I think people are shying away.
We live in a very nice but aging neighborhood.
KerryL1
(California)

Posts:6703


09/13/2019 5:26 PM  
PLEASE read your bylaws. In our HOA, for instance, any officer may sign a contract or check. In the absence of the prez or VP any director who the board chooses probably can preside at meetings. You can vote and make decisions if a quorum is present

Maybe no one wants to be prez because there are too many demands placed on that officer. Do you have property mgr.?

If you're incorporated, read OR corporations code for further info.
JohnC46
(South Carolina)

Posts:8827


09/13/2019 5:36 PM  
Sandra

In our case the BOD could appoint new people to fill the vacancies then they hold an election among themselves for Officer positions. Also if they have a quorum (3 of 5, 4 of 6, 5 of 9, ect) they can conduct business so no need to fill the vacancies. When our BOD of 5 got down to 3, we continued to operate with we 3 until the next election.
MarkW18
(Florida)

Posts:196


09/13/2019 7:46 PM  
Posted By JohnC46 on 09/13/2019 5:36 PM
Sandra

In our case the BOD could appoint new people to fill the vacancies then they hold an election among themselves for Officer positions. Also if they have a quorum (3 of 5, 4 of 6, 5 of 9, ect) they can conduct business so no need to fill the vacancies. When our BOD of 5 got down to 3, we continued to operate with we 3 until the next election.



And was Board quorum 2 of 3 or 3 of 3?
BobB31
(Florida)

Posts:126


09/14/2019 6:30 AM  
Our bylaws state that the president needs to be a director. You haven't let us know what your bylaws have to say on the matter.
Did your president resign from the board, or simply the office of president, which would mean he is still on the board?
If he resigned from the board, your bylaws might allow the remaining board members to appoint a replacement to serve the remainder of his term. Just make sure you find someone who is willing to take on the job of president.
JohnC46
(South Carolina)

Posts:8827


09/14/2019 10:36 AM  
Posted By MarkW18 on 09/13/2019 7:46 PM
Posted By JohnC46 on 09/13/2019 5:36 PM
Sandra

In our case the BOD could appoint new people to fill the vacancies then they hold an election among themselves for Officer positions. Also if they have a quorum (3 of 5, 4 of 6, 5 of 9, ect) they can conduct business so no need to fill the vacancies. When our BOD of 5 got down to 3, we continued to operate with we 3 until the next election.



And was Board quorum 2 of 3 or 3 of 3?




3 (those left on the BOD) were a Quorum of what was a BOD of 5 so we could conduct business. It then became 2 of 3 for a majority. This would be true if a full BOD of 5 but only 3 showed up for a BOD Meeting.
MarkW18
(Florida)

Posts:196


09/14/2019 10:40 AM  
So if I understand correctly, your Bylaws state a Board of 5 to manage your property, but currently you only have 3, as two resigned or whatever, then all three attend meeting to establish quorum. Because, if only two show up, the you have made quorum. Quorum requirements don't change because directors resign.
JohnC46
(South Carolina)

Posts:8827


09/14/2019 11:20 AM  
Posted By MarkW18 on 09/14/2019 10:40 AM
So if I understand correctly, your Bylaws state a Board of 5 to manage your property, but currently you only have 3, as two resigned or whatever, then all three attend meeting to establish quorum. Because, if only two show up, the you have made quorum. Quorum requirements don't change because directors resign.





Quorum is the minimum number of members of an assembly or society that must be present at any of its meetings to make the proceedings of that meeting valid. (dictionary definition)

Our Bylaws say that we must have a majority of our 5 BOD Members present to conduct business. In our case 3 of the 5 constitute a majority thus we we have established a Quorum.

BOD's aside, there is a lot of confusion among people concerning Quorums (required amount) and what can be done if a Quorum has been established. The confusion comes when Covenants/Bylaws call for a % of all owners to do something such as change a Bylaw. When it call for a majority of all owners many confuse this with a majority of a Quorum.

Typical scenario:

1. Docs call for 2/3rds or more of all owners agreeing to a new Bylaw. Thus if an association of 100 then 66% of all 100 owners is 66 owners.

2. Someone calls for a Owners Meeting to vote on a new Bylaws. Docs call for a majority of all owners, 51%, to establish Quorum and conduct the meeting. Thus 51 owners must show up.

3. Let us say 65 members turn up. They easily established Quorum and the new Bylaw change can be motioned and voted on. Here is where the confusion arises. Reread above #1. They need 66% of all owners agreeing to make a Bylaw change. Well they only have 65 (65% of all owners) at the meeting and the requirement is 66% of all owners agreeing. Those 65 cannot make the Bylaw change even if all 65 vote yes it does not matter. They needed 66% of all owners (66 owners) voting yes, not 65 owners.

Yes there are some Covenants/Bylaws that say if Quorum is met, then the % required to enact a new Bylaw is the % of those at the meeting versus a % of all owners. Few docs work this way, but many think they do.

I hope I am answering your questions.
MarkW18
(Florida)

Posts:196


09/14/2019 11:39 AM  
So all 3 of the 3 Board members show up for the meetings to establish quorum.

To answer your scenarios:

1. The number for 66 2/3% is 67 rounded upward.
2. The quorum can conduct business, but if only 51% show up and vote, then you could do a couple of things.
a) You could adjourn the meeting and hope you get more ballots or homeowners to attend
b) You could open ballots and see where the association stands. If the votes returned show hope, continue, if it is going down in flames, pack up
and leave.
3. 2/3% is not 66, but 67.

KerryL1
(California)

Posts:6703


09/14/2019 2:33 PM  
It's confusion to some readers to suddenly shift the conversation to quorum of owners form quouum of a board.
JohnC46
(South Carolina)

Posts:8827


09/15/2019 8:43 AM  
Posted By KerryL1 on 09/14/2019 2:33 PM
It's confusion to some readers to suddenly shift the conversation to quorum of owners form quouum of a board.




This is true, but people have to learn versus confuse the two. Most also confuse a majority of all owners with a majority attending a meeting.
GenoS
(Florida)

Posts:3328


09/15/2019 9:29 AM  
Posted By SandraU1 on 09/13/2019 2:45 PM
Yes I am on the board and we have a secretary, treasurer and four other board members for a total of 6. We don't have anyone who wants to be the president or the VP.

With all due respect I think the remaining directors should all resign. It's their duty to uphold the governing documents and of they say you should have a P and a VP and the board can't fulfill its duty - for whatever reasons - to elect a P and VP then you should all resign because you're obviously not doing something right.

Let someone else take over and if there is really no one who will volunteer, then receivership might be in order for the good of all.
SueW6
(Michigan)

Posts:608


09/15/2019 1:28 PM  
What are the reasons why no one wants to be president? When I hear something like that, I suspect the previous president did too much non- presidential things and failed to delegate. Know the documents, Lead the meetings and make sure committee are meeting are the two biggies. That does not mean doing everything, it means making sure that things get done.

Leading a board meeting can be like herding cats. Meetings where protocol is not followed turn into chaos. It takes a calm and directed person to do that. Is there no one on your board with those traits?

Find a board leadership consultant to shape your board before it implodes.
JohnC46
(South Carolina)

Posts:8827


09/15/2019 3:02 PM  
Sandra

How large is your association?
Do you have a PM?
Is the present BOD operating the place to everyone's satisfaction?
Could you recruit other owners to join the BOD?
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