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Subject: Can Board Member vote for herself/himself after being nominated by e-mail
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RobertZ1
(Michigan)

Posts:66


03/19/2008 9:25 AM  
We have a HOA board of nine (9)members (required) that recently two members (President and Asst. Treasurer)whom have resigned (did not want confrontation). We have our next regular board meeting in April. As the Secretary, I was planning the agenda for the next board meeting that would recognize these two resignations, and then we would open the board meeting to members who wanted to be nominated and the board members would vote to appoint two active dues paying HOA members to replace resigned board members for their remaning board terms.

At this planned board meeting we would then have the board vote to nominate a new President and new Asst. Treasurer. After the two newly nominated and appointed board members were seated for our HOA board.

Is this the appropriate action? The board has a current member (at large) whom wants the Presidency and has a fellow member (vice-president)already nominating her by e-mail. and asking for votes from the current board. Contending if they have e-mail/letter action from at least four(4)board members they would have surpassed the quorom requirement for a vote of the board, no matter what communication method. These two already say they have a letter of a vote by one board member who does not communicate by internet.

This tactic is to get this member at large voted into the officer position as President before new members are added to bring the board back to its required nine (9) members. This person being nominated feels that her actions are valid and she then can take control of the planned board meeting and any of the HOA's actions before it (April).

My question is: Can this member also vote for herself as President, in this action, if not what then? The vice-president whom supports this member can not be President because she is term limited (already served two terms, Charter rule) and can not take over the Presidency. Our attorney had advised us previous to this attempt, that the Secretary is the acting President until the meeting in April but this individual refuses to recognize the advice of counsel. We (this member at large and myself)do not agree on many items in this HOA.

We have many problems but we need to take these one at a time. Any advice for how to handle this would be VERY helpful.
GlenL
(Ohio)

Posts:4869


03/19/2008 9:56 AM  
In our association when someone resigns the BOD votes on whom to ask to fill out the term of the person who resigned. The BOD chooses the officers and IMO it would be un-wise to ask a new person to take over either as Pres or Treasurer without some experience. So the entire BOD could resign their positions after the new people were appointed and then chose positions all over again. Typically the nominated person does not vote for themselves in a situation like this however there is nothing wrong with it; I'm sure the present crop of Presidential hopefuls all voted for themselves. Do your CC&R's address this at all?

"Of all the things I've lost, I miss my mind the most." - Mark Twain
MikeS1


Posts:0


03/19/2008 10:15 AM  
Oh my - Doesn't your HOA docs require certain procedures regarding elections. Usually there is an elections committee and the board is required to send out ballots with the candidates listed, candidates self-written profile, and proxies. This package (as per our docs) is to be sent out in advance 10-45 days prior to the annual election. Can a member vote for herself? Why not? Is there anything in the Docs that preclude this?

In addition, usually we have an annual meeting for the elections, but no regular board meeting that evening. It's too much.
PaulM
(Pennsylvania)

Posts:1347


03/19/2008 10:26 AM  
RobertZ1: IMO, it is best to follow principles for the Board to appoint 2 assn. members (in good standing) to fill the vacant seats on the Board for the unfinished time period/s of the 2 terms.

Once the two members are appointed, it is best for the entire new Board to sit together, discuss abilities vs. roles/responsibilities for all Board members to assume. I personally would not encourage a new Board member to assume a role as President, or even Vice President.



SusanW1
(Michigan)

Posts:5202


03/19/2008 11:54 AM  
What do you mean the VP won't step up to the obligation to fill the vacant presiden'ts role until another is elected? ANY VP ought to be ready to do that at any time. Your VP should assume the presidency, and then there is a vacancy in the VP slot.

Anyway, fill your vacancies and from that pool, complete your officer obligations.

I am not one who discounts new members from assuming officerships. Sometimes new blood is what is needed.
GeraldT4


Posts:1022


03/19/2008 12:15 PM  
MikeS1 - You are correct in procedure for elections, however this post is about vacancies that occur, of which the Board will fulfill.

RobertZ1 - Your method of notification and agenda is appropriate. Any decisions for who serves the officer roles are best ratified face to face in a Board meeting. Officers typically serve at the pleasure of the Board. Therefore, if the thought process is to secure positions before the vacancies are filled, that alienation process will be the undoing. Better to discuss it after the Board is re-constituted. However, the VP should be given the option to assume the Pres. position, or at least be given the opportunity to pass. It's only fair.
RobertZ1
(Michigan)

Posts:66


03/19/2008 12:42 PM  
Hello Again,

The vacancy created by two members of the HOA board is because of "the" one member at large and specific issues that she is trying to impose on the HOA and the board, with outside pressure from a few former board members misquoting our HOA Charter. This problem of her acting as a "one person show" is why the board lost two members.

The process of voting officers positions by e-mail has never been done. Some of our current board members are not available to vote and DO NOT want to vote for this person nor legitimize her actions. The board members that I have talked to by phone have said to not respond, therefore, she can not claim she has had response from a qourom of board members and will then HAVE to wait for the scheduled board meeting in April. Where the recognition of board resignations is planned to happen. The nomination and appointment of two new board members for the HOA and their ability to participate in the election for new officers to replace our resigned board members was also to happen then.

Our Charter does not cover e-mails and only addresses quoroms, but not by e-mail or phone or letter. I am the Secretary but seem at a loss to stop this person and have them recognize the proper procedure by our Charter and according to the designation of what a Secretary is to record and that this action can not be done until we formally meet and have our recorded the resignations. Has not stopped this person.

My questions still are: Can she do what she is doing? ...Have herself nominated and vote for herself without the board first meeting in session and recognizing the resigning members? The board scheduled meeting would then nominate and appoint members to fill the vacant positions available for the HOA.

This way she is trying to avoid having more board members input, and exerting control over the rest of our board, some who are still out of town. Some like me, who do not understand why she can not follow protocal.

My first thought is to send a letter now with planned agenda for our upcoming meeting. Any thoughts and ideas will be helpful, or questions as well.
RobertZ1
(Michigan)

Posts:66


03/19/2008 1:01 PM  
Susan and Gerald to your specific comments and querstions-

The current vice President (former two year President)took the position knowing that she could NOT be acting President so as she said she could help our currently resigned President learn the position and help him with the job, period.

Now I see that this was wrong from the start, having the present experiences and the rest of the board members ready to quit as well, I keep saying that to leave is to give up on the folks who voted us to be responsible and maintain our confidence to them. "Due dilligence and fiscal responsibility."

This one board member is counting on us to quit and let her and her posse step in and run the Association without regard for the Chrter Documents and best interest of ALL association members.

Sounds like a campaign speech I know, but a few of us in the HOA have been fighting these violators for over three years succesfully but it is draining. This site and legal counsel have been the most helpful and I continue to believe that I will be given good advice and encouragement.
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