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Subject: Treasurer
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Author Messages
MelissaJ5
(Texas)

Posts:11


06/11/2020 2:14 PM  
We finally were able to get our board president to step down after 6 years. He was not well-liked in the community and not trusted. Now, he is wanting to be treasurer and his former comrades who are still on the board are fighting for him to take this position. When I read our covenants it sounds like a treasurer needs to be a member of the board but they are saying that both the secretary and treasurer do not need to be board members. I see this as a huge liability! Please tell me if you read it the same way I do. I was just elected to be on the board and treasurer is not my top choice as far as positions go. But I am getting a lot of pressure to take it so that he doesn't. Unfortunately, there are 2 maybe 3 of us newly elected members that will for sure oppose but there are 4 that will vote in support of him taking it. So we will be outnumbered in votes. The community will NOT be happy if he gets this and being the collective voice of the community I have to do everything I can to prevent it.

Covenant states:

The officers of the corporation shall consist of a President (who shall at all times be a member of the Board of Directors), one or more Vice Presidents, a Secretary, and a Treasurer each of whom shall be elected by the Board of Directors. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices.
SheliaH
(Indiana)

Posts:3307


06/11/2020 4:40 PM  
Since your documents indicate the board members elect its officers, and you said you're in the minority of the one who don't want this person as treasurer, the only thing you can do is really together your neighbors to loudly object and persuade the others to not vote for the man of hold a recall and get rid of everyone (the former president and the folks who want to make him treasurur).

If you do this, you'll need to have people willing to step up and take over those positions. You'll still need board officers, so if you don't want to be treasurer, you'd better vote in someone who's capable of doing the job.
SamE2
(New Jersey)

Posts:265


06/11/2020 5:04 PM  
I read it to mean the treasurer does not have to be a Board member. It states the President has to be a Board member but does not say any other officers have to be Board members.
JohnC46
(South Carolina)

Posts:9577


06/11/2020 5:30 PM  
Mellisa

Do your Bylaws state the qualifications to be a Member of the BOD? Ours say each Member shall be an owner.

What you posted says no Member of your BOD needs to be an owner. You need to dig deeper into your Bylaws.

BillH10
(Texas)

Posts:510


06/11/2020 5:46 PM  
MelissaJ5 is in Texas.

Many Bylaws in this state make it clear the Treasurer is not a member of the Board of Directors, although he or she may be. The Treasurer may be selected by the Board to be an Officer and is not required to be an owner or even a resident. In many documents I have seen, he or she is not required to be a member of the Association, which opens the door for the accountant or CPA to be the Treasurer.

I understand the concerns regarding the former President being an Officer of the Association. However, the officer is not a member of the Board, Ultimate decision making authoring resides with the Board. Certainly the Treasurer can influence the other Officers. Your issue is your Board make-up will apparently support the Treasurer in whatever decisions he or she may make or influence.
BenA2
(Texas)

Posts:734


06/11/2020 9:02 PM  
The covenants clearly state that the president shall be a member of the board but is silent for the other offices. I think the intent is clear that only the president has to be a member of the board. Otherwise, why specify the president but no one else?

From what I've seen, it's not uncommon for the secretary and/or treasurer to not be a member of the board. Our secretary/treasurer has always been a non board member and there have been no issues.
GenoS
(Florida)

Posts:3867


06/12/2020 3:02 PM  
Posted By JohnC46 on 06/11/2020 5:30 PM
Mellisa

Do your Bylaws state the qualifications to be a Member of the BOD? Ours say each Member shall be an owner.

What you posted says no Member of your BOD needs to be an owner. You need to dig deeper into your Bylaws.


I'm with John on this. Is that section really in the covenants? That kind of thing is usually in the Bylaws, and many of the different sets of Bylaws I have seen contain 2 separate sections for Directors and Officers. The requirement that Directors (on the Board of Directors) have to be homeowners may be in the section on Directors, while what Melissa has posted seems to be from a section that covers Officers.
MelissaJ5
(Texas)

Posts:11


06/14/2020 8:15 PM  
Thank you for all of your responses. They were very helpful and I will approach this issue from a different angle as it is more than likely not a board required position. I am waiting to hear back from our board president on this to confirm. This is going to be an uphill battle no doubt. We do have a new member that is more than capable of handling the treasurer position but we just voted her in as 2nd VP. After finding out the former president wanted this position she is more than happy to take it and I step in to her role. But we'd have to rescind our votes? It's already such a mess!
KerryL1
(California)

Posts:7333


06/15/2020 4:55 PM  
Your board president may not now much, Melissa. WHAT do your docs say. Form what you've cited, no officers are required to be director/members of the board except the president.

So you must see if you can get the votes to seat the new person as treasurer.

Why the heck does you board need a 2nd VP?

Are you required to vote for officers in an open meeting? If so, invite neighbors to speak out against the former prez before you vote.

Als note that I believe votes for officers can be by secret ballot--think this is from Robert' Rules of Order, which many use as a guide even if not required.

Even if the former prez gets to be treasurer, remember that since he's not board member, he cannot vote on board business.
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