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Subject: Do I Even Exist Anymore? The Association…or was it?
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CarissaM


Posts:0


08/30/2021 3:17 PM  
I am moving this here because I am completely baffled. As mentioned in the variance post….on my initial overview of this association, we do not have a board of directors. We do have three people that act as a president, vice president and secretary/treasurer. At this point I am wondering if we are using the wrong terms because we just don’t know what we’re doing. Or if we are in a heap of trouble.

We have a gate and roads and common areas that we maintain as a board. Our budget is about $30k for 41 homes. In 2016, the homeowners fired the property management company and decided to self manage. The same person acted as president with a very small handful of people willing to help. Over time my neighbor became the VP and when the president resigned, my neighbor took over and everyone voted at the annual meeting to shift the power from the VP to become the P and the Secretary became the VP. No additional homeowner present at the meeting volunteered. There was a quorum at the meeting. We have a 10% quorum and that was met and recorded at the meeting. Together the board asked me at a board meeting I happened to be attending to be a volunteer as the treasurer because I’m organized and in finance. And I volunteered as what turned out to be a tribute position. Ha!

So here we are…are we directors? Are we officers? Are we both? Are we NOTHING?!?
MaxB4


Posts:1394


08/30/2021 3:22 PM  
My very strong suggestion is not rely on anyone's advice here. You said you hired an attorney that supposedly specializes in HOA. That is your legal counsel of record, not this forum. Let them get your jigsaw puzzle fixed, once and for all.
CarissaM


Posts:0


08/30/2021 3:28 PM  
Max I will totally do that but for the purposes of discussion since we are here already and all in shock and disbelief this is a possibility! Or at least myself in shock and disbelief.

MaxB4


Posts:1394


08/30/2021 3:35 PM  
Is your budget $30K per month or annually?
CarissaM


Posts:0


08/30/2021 3:38 PM  
The annual budget is $30k, sorry I missed that.
MaxB4


Posts:1394


08/30/2021 3:42 PM  
My two cents, just right the ship. Being you're self-managed, something acting as a director, needs to understand how an HOA operates, from a legal point of view. Your board or officers should conduct an election immediately and get the ship back on track. Generally, a management comapny wouldn't allow this to happen, but not always. In the grand scheme of things this is small potatoes.
CarissaM


Posts:0


08/30/2021 3:55 PM  
In the end Max I think I had a poor understanding of the terminology and we have two directors and one elected official (me the official). But will definitely consult with attorney.

I am pretty sure the prior BOD just used the wrong selection when completing the Sunbiz because they shouldn’t have been completing it. Sunbiz is our corporate registration authority where we file annual reports.

I want her to talk to the attorney though for sure just to be sure we do ensure the course is right for this hot mess express.
MaxB4


Posts:1394


08/30/2021 4:03 PM  
I am presumely that Sunbiz is like California's Secretary of State. I am the agent of record for the 50 associations I manage and file the appropriate forms with this agency. In both form I file they act only for the President, Secretary and Treasurer, that's all, no directors or other directors. Directors are not even listed on either of the two forms.

Your association would not be the first and definitely not the last to know the proper protocols for Associations.
CarissaM


Posts:0


08/30/2021 4:06 PM  
Yes it is the same agency different state. I noticed when I researched the corporation that all prior president/vice president/secretaries had the D indicator which means Director. In the state of Florida you can be an officer and a Director and it designates that on our corporate annual report.

But I can definitely tell from this forum that I am not the first or the last to screw some stuff up with regard to an association.

Much like Gloria Gaynor, we will survive, but I like to do right by these people. So I will recommend the President pursue this immediately to be sure we are operating in accordance with the AOC and the statutes. Whatever it takes.
KerryL1
(California)

Posts:8620


08/30/2021 6:56 PM  
Since your HOA is a corporation, you must have Bylaws, Carissa. The Bylaws say that you must have a board of diferectors s comparing x directors or possibly a range, 3-5 directors. The directors are the members of the board. They vote.

Your bylaws ALSO say that you must have officers and names them. In your finely small HOA, they probably are president , VP, secretary and treasurer or maybe not all four. You Bylaws will say IF the Officers MUST be directors. Sometimes only the president must be a director. Officers who are not directors may not vote on board business.

So, find & read your Bylaws. But you really must consult with your HOA attorney. this could be a serious matter.
DouglasK1
(Florida)

Posts:1681


08/30/2021 8:33 PM  
Posted By CarissaM on 08/30/2021 3:17 PM
I am moving this here because I am completely baffled. As mentioned in the variance post….on my initial overview of this association, we do not have a board of directors. We do have three people that act as a president, vice president and secretary/treasurer. At this point I am wondering if we are using the wrong terms because we just don’t know what we’re doing. Or if we are in a heap of trouble.


I don't know about a heap of trouble, but you do seem to have some confusion which unfortunately is more common than it should be. Hopefully you have copies of the CCRs/Covenants/Deed Restrictions, the corporate bylaws, articles of incorporation, and possibly other docs. You should do your best to read and understand.

You should also read and become familiar with Florida Statute(FS) 720 for HOAs, or 718 if you are a Condo association. FS 617 is general corporate law which also can come into play.

While the exact details should be in the docs, here is how it almost always set up:
1) Members (homeowners) elect the number of directors that the bylaws specify to the board.
2) The board elects people to fill the officer positions, generally from the board members. Your bylaws probably require officers to be directors, but no one here can can say for sure what yours say.
3) Any decisions should be made as a motion at a board meeting, and approved by a majority of the board. The president has no more say than any other board member.

Ideally you would be able to get your board to understand how to operate correctly, but it is more common than it should be to have an autocrat president who thinks he/she is king/queen.

With all of the laws and governing documents involved, Max is right that a good management company can help directors/officers understand what they should be doing.

Good luck in any case.

Escaped former treasurer and director of a self managed association.
TimB4
(Virginia)

Posts:17785


08/31/2021 1:18 AM  
Carissa,

Douglas was the first to try to answer your question.

The members, at the annual meeting, vote for Directors.
The Directors comprise the board and make the decisions for the association by majority vote.


Officers (Pres, VP, etc.) are appointed by the Board.
Officers implement the decisions of the Board and handle the day to day business of the Association. Officers typically attend board meetings to provide reports to the board and answer questions but do not have a vote on board decisions.


Often, due to requirements and lack of volunteers, officer positions are filled from within the board. When this occurs, the individual is simply filling two positions (like having two jobs).


Since it is often a requirement that the President also be a Director, a few governing documents will have the members vote for the president position when they vote for directors. Rare, but it does happen.

See:

What’s the difference between HOA officers and directors?

CarissaM


Posts:0


08/31/2021 6:26 AM  
"While the exact details should be in the docs, here is how it almost always set up:
1) Members (homeowners) elect the number of directors that the bylaws specify to the board.
2) The board elects people to fill the officer positions, generally from the board members. Your bylaws probably require officers to be directors, but no one here can can say for sure what yours say.
3) Any decisions should be made as a motion at a board meeting, and approved by a majority of the board. The president has no more say than any other board member."

________________________________________

OK so the skinny is that our directors are also officers and they vote as a member of the board of directors, not in the capacity as an officer. They just use incorrect terms because we are just a bunch of homeowners trying to self manage. The HOA attorney is aware of our perceived issue and just responded that the BOD is also acting as officers and that it's common in a small development such as our own. They were elected in January as the BOD but didn't understand the importance of being a "Director" as opposed to a "President". Attorney recommends we amend the Annual Report to reflect the President as a Director as intended and leave me as the Secretary/Treasurer (not director) until the annual meeting so that proper election can occur. I was elected as an officer but not as a director. The intent is to vote me on as a director in January unless another person is nominated and accepts the nomination.

In the end, we do exist, and the prior BOD did the best they could self managing and made an error that the HOA attorney confirms can be amended. Pres and VP are Pres-Director and VP-Director.

I'm sorry for all the confusion folks. It's hard to be presented with what appears to be a dumpster fire and then race to put it out only to discover it was a fog machine.
CarissaM


Posts:0


08/31/2021 6:36 AM  
Thanks for the link Tim! I like that you can hyperlink the information that is helpful!
JohnC46
(South Carolina)

Posts:11539


08/31/2021 9:44 AM  
Carissa

Typically a BOD Member must be an owner. Owners vote to elect Members of the BOD (Directors) The BOD then elects Officers from among themselves. Typically all Officers are Members of the BOD (Director) but not all Directors are Officers.
BOD of 5

Jim Smith, President and Director
Sue Jones, VP and Director
Joe White, Treasurer and Director
Ed Black, Secretary and Director
Joan Green, Director

FYI Some Officer positions can be dual. I am VP & Treasurer on a 5 person BOD. A BOD can call for a election of Officers whenever they want to. As I understand it, Pres and Secretary cannot be the same person. Each Director gets only one vote. Typically the BOD will fill any vacancy on the BOD that becomes available such as a Director selling their unit.

CathyA3
(Ohio)

Posts:2475


08/31/2021 10:18 AM  
Posted By JohnC46 on 08/31/2021 9:44 AM
... snip ...

FYI Some Officer positions can be dual. I am VP & Treasurer on a 5 person BOD. A BOD can call for a election of Officers whenever they want to. As I understand it, Pres and Secretary cannot be the same person. Each Director gets only one vote. Typically the BOD will fill any vacancy on the BOD that becomes available such as a Director selling their unit.




Usually it's the President and Treasurer who can't be the same person. You don't want the guy who signs contracts to be able to cut checks as well because it makes embezzleemnt easier. An auditor should flag something like that.
CarissaM


Posts:0


08/31/2021 10:47 AM  
We have Jill, President and Director. Karen, VP and Director. Carissa Secretary/Treasurer, was elected as an officer at a homeowner meeting in February after one director resigned.

We don't have any others willing to accept a nomination as director or be elected by a director as an officer.

Our insurance agent just shared with me she has 13 people on the corporate records between directors and officers on one particular neighborhood.
CarissaM


Posts:0


08/31/2021 10:52 AM  
Makes sense Cathy. We have traditionally had three people performing three roles. This is the first year they only had two on the board after the third decided it was not his cup of tea (I think he had a lot of extra curriculars already). I guess I'm a "fill in" but because it must be an election, I'm only an officer. If I make it to the election, I'm troubled on deciding to accept the nomination.
CarissaM


Posts:0


08/31/2021 10:52 AM  
Makes sense Cathy. We have traditionally had three people performing three roles. This is the first year they only had two on the board after the third decided it was not his cup of tea (I think he had a lot of extra curriculars already). I guess I'm a "fill in" but because it must be an election, I'm only an officer. If I make it to the election, I'm troubled on deciding to accept the nomination.
MaxB4


Posts:1394


08/31/2021 11:17 AM  
Posted By CarissaM on 08/31/2021 10:52 AM
Makes sense Cathy. We have traditionally had three people performing three roles. This is the first year they only had two on the board after the third decided it was not his cup of tea (I think he had a lot of extra curriculars already). I guess I'm a "fill in" but because it must be an election, I'm only an officer. If I make it to the election, I'm troubled on deciding to accept the nomination.



So, if you have a meeting, you don't vote on anything, right?
CarissaM


Posts:0


08/31/2021 12:57 PM  
I'm not on record making any votes in 2021.
AugustinD


Posts:1695


08/31/2021 5:51 PM  
Posted By CarissaM on 08/31/2021 10:52 AM
Makes sense Cathy. We have traditionally had three people performing three roles. This is the first year they only had two on the board after the third decided it was not his cup of tea (I think he had a lot of extra curriculars already). I guess I'm a "fill in" but because it must be an election, I'm only an officer. If I make it to the election, I'm troubled on deciding to accept the nomination.
You do realize that, between elections, the board (which currently has two directors) has the statutory right to fill a vacancy by appointing a person as director, right? Such an appointment typically (but not always) lasts until the next annual election occurs.

Your Bylaws likely authorize this as well.
DouglasK1
(Florida)

Posts:1681


08/31/2021 5:51 PM  
In the event of a less than full board, the remaining directors can appoint directors to fill the empty positions for the rest of the term. The other two directors could make and pass a motion to appoint you to the empty director position until the next election.

Escaped former treasurer and director of a self managed association.
MaxB4


Posts:1394


08/31/2021 6:31 PM  
A couple of things would need to have happened.

1. What do the Bylaws of the OP's association say whether the Secretary or Treasurer need to be a director?
2. Did the two other people actually know who or what they were appointing?
3. Big question, does the OP know the qualifications of being a director, qualifications of officers and whether an officer or officers need to be a director or not. This,
IMHO, is something a person being on a board or being an officer of a corporation needs to know chapter and verse.

I manage the books of a HOA that the director need not be an owner, the president needs to be a director and the other officers need not be directors or owners.
KerryL1
(California)

Posts:8620


08/31/2021 10:01 PM  
Checked your Bylaws yet, Carissa?
CarissaM


Posts:0


09/01/2021 4:57 AM  
The president kicked back to the attorney the Florida statute that says directors can fill a vacant position. He is referencing it against our bylaws to make sure that there’s nothing that expressly states how a vacant position is to be filled. So we’re just waiting to hear back.

Unfortunately, we don’t have anyone else willing to step up and be on the board. So the people that are currently in charge are going to probably stay that way so we will continue to try to educate ourselves on the statutes and the bylaws and do the best we can. That’s all we can do. If we piss off a homeowner enough that they feel we are incompetent, we can cross that bridge when we get there.

CarissaM


Posts:0


09/01/2021 5:04 AM  
Posted By MaxB4 on 08/31/2021 6:31 PM
A couple of things would need to have happened.

1. What do the Bylaws of the OP's association say whether the Secretary or Treasurer need to be a director?
2. Did the two other people actually know who or what they were appointing?
3. Big question, does the OP know the qualifications of being a director, qualifications of officers and whether an officer or officers need to be a director or not. This,
IMHO, is something a person being on a board or being an officer of a corporation needs to know chapter and verse.

I manage the books of a HOA that the director need not be an owner, the president needs to be a director and the other officers need not be directors or owners.




Respectfully, as I’ve mentioned several times since I began posting here we are a very small community with no one willing to step up so we are doing the best we can with the information we have and learning as we go. Is it a fair assumption that we don’t know what we’re doing? Yes which is why we retained an attorney and refer to him as much as we can to make sure that we are doing right by the community. But to keep coming back to me and saying you don’t know enough information to be on the board, yes I know that. We don’t have anyone else. Do you got any ideas to help with that? Homeowners don’t want a PM. They want the board to collect dues and leave them alone.

I’m pretty sure that I have it from here on this particular issue. Thank you everyone for your comments and volunteering helpful information and links and anything that you provided to help me get further to help my community.
NpS
(Pennsylvania)

Posts:4215


09/01/2021 5:59 AM  
Hi Carissa

As a small HOA, I can understand a reluctance to go to the lawyer every time there is a question. You don't need the added expense.

Put aside for a moment if you will that no one wants to step up. That happens all the time. And it shouldn't cloud your thinking on this one particular issue about how many Board members you should have.

Please think about what happens to a board that has only 2 (or 4 or 6) members. What happens when the vote is split evenly? No one to break the tie. And that can be dangerous for the HOA because nothing can get done.

That's why almost all Boards have an odd number of members. So they won't get stuck.

In your case, you have 2 directors. I would not want to live in an HOA where every vote has to be unanimous. What if they don't agree? And what if they agree too often, because they can't afford to disagree?

In your case a 3 person Board would make all the difference. Whether votes go 3-0 or 2-1, there can always be a full discussion and decision on any matter, without the added pressure of what to do in case of a tie.

From your postings here, you have demonstrated a willingness to learn, and IMO, that's a skill set that is lacking in many Board members.

Others here have provided statutory support for filling an open seat, so no need for me to repeat it. The important thing is for your HOA to return to a 3-member Board as soon as possible -- which can be accomplished by the 2 board members electing you to complete the term on the open board seat.

Best.

Sikubali jukumu. Read all posts at your own risk.
CarissaM


Posts:0


09/01/2021 6:42 AM  
Posted By NpS on 09/01/2021 5:59 AM
Hi Carissa

As a small HOA, I can understand a reluctance to go to the lawyer every time there is a question. You don't need the added expense.

Put aside for a moment if you will that no one wants to step up. That happens all the time. And it shouldn't cloud your thinking on this one particular issue about how many Board members you should have.

Please think about what happens to a board that has only 2 (or 4 or 6) members. What happens when the vote is split evenly? No one to break the tie. And that can be dangerous for the HOA because nothing can get done.

That's why almost all Boards have an odd number of members. So they won't get stuck.

In your case, you have 2 directors. I would not want to live in an HOA where every vote has to be unanimous. What if they don't agree? And what if they agree too often, because they can't afford to disagree?

In your case a 3 person Board would make all the difference. Whether votes go 3-0 or 2-1, there can always be a full discussion and decision on any matter, without the added pressure of what to do in case of a tie.

From your postings here, you have demonstrated a willingness to learn, and IMO, that's a skill set that is lacking in many Board members.

Others here have provided statutory support for filling an open seat, so no need for me to repeat it. The important thing is for your HOA to return to a 3-member Board as soon as possible -- which can be accomplished by the 2 board members electing you to complete the term on the open board seat.

Best.





NP thanks for your comments. You ALL have been incredibly helpful with your thoughts and opinions and even though I feel like I'm not right for this position because I don't know it well enough, I'm probably the better option over the prior director.

Before a few days ago we were a board of three. Auguie called into questions the titles of the board which sent me off on a rabbit hole because in my capacity as an Officer for several businesses I am NOT a director. I know very well what that means as I've been in this capacity in my employment for a long time. I just didn't realize how that flowed in an HOA. So I had to quickly educate myself and the other two folks on these titles, their importance to making decisions, and how they all came to be. I had to make sure our election was in fact recorded as an election of directors and not officers. It was a lot of work to learn. It's backwards, I'd rather know what I'm doing and not learn as I go. It feels like every time I start to research and look into something, I hit a wall and I discover incorrect policies, procedures, or prior board activities that are not aligned with statutes.

EXAMPLE: Prior Director who acted as President did not pay dues. You can't get paid for this job. Not paying dues is a payment AND it left the remaining homeowners to pay their share. They didn't even get a 1099 for the value of what was effectively compensation.

While waiting for the attorney I pulled out the AOC which references the Bylaws for the Vacancies, and the Bylaws allow the Directors to fill a vacancy. I hope it doesn't cost but a few minutes of his time. I just have been too busy to sit down with this myself. It's like an onion. Get one answer but there's another question under it. Are they Directors? YES. Did they elect me properly? YES. Does that mean I'm a Director? YES.
AugustinD


Posts:1695


09/01/2021 7:19 AM  
Posted By CarissaM on 09/01/2021 6:42 AM
Are they Directors? YES. Did they elect me properly? YES. Does that mean I'm a Director? YES.
I am still a little confused about what happened. By "they" do you mean the other two directors?

When a HOA is between elections and a vacancy on the board arises (due to a resignation, death, moving from the HOA et cetera), typically the word used to refer to filling the vacancy is "appoint." Sure the appointment is a type of vote by the other two directors. But an appointment by the board (via a vote of a board majority) is far from a full-blown "election."

All this discussion about whether your HOA has a Board, what officers and directors are in a HOA, et cetera was just a vocabulary exercise. Granted it was an important one to get some things straight going forward. I have seen you assist others here with sound advice on pretty sophisticated issues, even though you say you are pretty new to all this. For whatever my opinion is worth, I believe you are the right person for the job and then some.
CarissaM


Posts:0


09/01/2021 7:57 AM  
Sure I can use the term appointed instead, but again that just becomes another exercise in vocabulary. What I'm saying might not be the proper term but it does not mean what happened wasn't proper if that makes sense.

In January, a BOD election was held because one director resigned. We are in the position that the members don't participate and so the board perpetually is the same people until one quits. So in January the directors had the annual meeting and elected a new director in accordance with the bylaws which direct the procedure for an election.

One month later that director resigned. At the next board meeting which I was present as a member, I was appointed by the remaining two directors to fill the vacancy. Directors can elect officers which is why I chose the term elected but elected/appointed they followed the bylaws to appoint a new director to fill the vacancy. ​

Still haven't heard from atty but I expect to get confirmation that I read the bylaws correctly.
AugustinD


Posts:1695


09/01/2021 8:15 AM  
Posted By CarissaM on 09/01/2021 7:57 AM
In January, a BOD election was held because one director resigned.
I am still confused. Was this an election where all eligible owners were invited to vote?
CarissaM


Posts:0


09/01/2021 8:34 AM  
It was our Annual Homeowner Meeting where the members were notified via snail mail that the director was resigning and there'd be an election and the HOA was looking for volunteers to be nominated.
AugustinD


Posts:1695


09/01/2021 8:45 AM  
Posted By CarissaM on 09/01/2021 8:34 AM
It was our Annual Homeowner Meeting where the members were notified via snail mail that the director was resigning and there'd be an election and the HOA was looking for volunteers to be nominated.
It sounds more like he decided not to run for re-election.

Then again, if your board does not even attempt elections (with owners voting) except when xyz happens... well I am baffled. Regardless, it appears all here have a better understanding of what is going on at your HOA. Like you posted: "What I'm saying might not be the proper term but it does not mean what happened wasn't proper if that makes sense." I agree for the most part: "No harm, no foul."
CarissaM


Posts:0


09/01/2021 9:48 AM  
We aren't just keeping the same people every year until someone decides to quit because we don't know the rules. We are doing what we can because we have no one else.

Under Florida law, HOA directors are entitled to serve for their term and until their successor is duly elected. If no new directors are willing to volunteer, Florida law permits those people who are already on the board to continue to serve until a replacement steps forward to take their position. We do not go through the formal election process when no one is volunteering for the position.

I'm not saying we don't hold an annual meeting and look for volunteers to serve on the board every single year. I'm saying there are no volunteers so the people on the board agree to stay on the board. When a director says, OK I'm done here, you figure it out...we held the same annual meeting and said, look folks, this director is leaving and we need someone else.

Do you mean to say that you've never had a person on this forum say they've served year after year because no one else will?
AugustinD


Posts:1695


09/01/2021 9:57 AM  
Posted By CarissaM on 09/01/2021 9:48 AM
We aren't just keeping the same people every year until someone decides to quit because we don't know the rules. We are doing what we can because we have no one else.

Under Florida law, HOA directors are entitled to serve for their term and until their successor is duly elected. If no new directors are willing to volunteer, Florida law permits those people who are already on the board to continue to serve until a replacement steps forward to take their position. We do not go through the formal election process when no one is volunteering for the position.

I'm not saying we don't hold an annual meeting and look for volunteers to serve on the board every single year. I'm saying there are no volunteers so the people on the board agree to stay on the board. When a director says, OK I'm done here, you figure it out...we held the same annual meeting and said, look folks, this director is leaving and we need someone else.

Do you mean to say that you've never had a person on this forum say they've served year after year because no one else will?
Plenty here have said this. I have personally witnessed it at one of my HOAs/COAs. But always either (1) an election is attempted with all the bells and whistles of notice, seeking a quorum, et cetera, or (2) directors are re-elected to yet another term via acclimation. Documentation is formal that the incumbent directors were re-elected.

Let me be clear that I appreciate those willing to run these HOAs/COAs when no one else will. This is regardless of whatever abilities they have (or do not have). Without them, these HOAs/COAs would face receivership, costing the owners a fortune. I do not mean to deride your or the other directors' efforts. It's more that giving assistance is difficult when one cannot tell whether a board is following the covenants, bylaws and statutes or whether it is just 'doing the best it can' as unpaid, reluctant volunteers.
DouglasK1
(Florida)

Posts:1681


09/01/2021 10:24 AM  
Looks like we chased Carrissa off, post count is zero.

Escaped former treasurer and director of a self managed association.
LoriM15
(Florida)

Posts:36


09/01/2021 12:55 PM  
Clarissa - Florida requires that HOA board members must take a certification course and submit the certificate. Many of the law firms and management companies offer free online courses. Have you taken one? It might help with some of your questions.
LoriM15
(Florida)

Posts:36


09/01/2021 12:55 PM  
Clarissa - Florida requires that HOA board members must take a certification course and submit the certificate. Many of the law firms and management companies offer free online courses. Have you taken one? It might help with some of your questions.
JohnC46
(South Carolina)

Posts:11539


09/01/2021 1:15 PM  
Carissa

One of your problems is you use words/expressions that have different meanings to most BOD's and you refuse to accept it. You were APPOINTED to the BOD by the BOD Members. ELECTED implies voted on by the owners. Yes the BOD had to vote to APPOINT you but not the same thing as the owners voting to ELECT you.

Appointed to the BOD by the BOD Members also means they alone can vote to remove you. They got you there. They can send you home.

Those elected to the BOD by owners can only be removed by a vote of the owners. A BOD cannot remove a Member elected by the owners.
MaxB4


Posts:1394


09/01/2021 1:44 PM  
Posted By JohnC46 on 09/01/2021 1:15 PM
Carissa

One of your problems is you use words/expressions that have different meanings to most BOD's and you refuse to accept it. You were APPOINTED to the BOD by the BOD Members. ELECTED implies voted on by the owners. Yes the BOD had to vote to APPOINT you but not the same thing as the owners voting to ELECT you.

Appointed to the BOD by the BOD Members also means they alone can vote to remove you. They got you there. They can send you home.

Those elected to the BOD by owners can only be removed by a vote of the owners. A BOD cannot remove a Member elected by the owners.



This is from a lawyer in California.

https://www.davis-stirling.com/HOME/Director-Removal-by-the-Board

Removing An Appointed Director. Except for the circumstances described above, a board cannot remove a director it appointed to a vacant seat. An appointed director has the same powers and duties as other directors. An appointed director occupies a seat on the board the same as if he/she had been elected to the board. Accordingly, the removal of an appointed director follows the same process as used for removing an elected director.
KerryL1
(California)

Posts:8620


09/01/2021 2:24 PM  
Max is right, JohnC, but this has only been in effect in CA since 1/1/20. I think that generally what you describe is typical and certainly was in CA previously.
AugustinD


Posts:1695


09/01/2021 2:24 PM  
Posted By LoriM15 on 09/01/2021 12:55 PM
Clarissa - Florida requires that HOA board members must take a certification course and submit the certificate.
Great point by LoriM15. I had completely forgotten this. For the archives, from Florida statutes:

720.3033 Officers and directors.—
(1)(a) Within 90 days after being elected or appointed to the board, each director shall certify in writing to the secretary of the association that he or she has read the association’s declaration of covenants, articles of incorporation, bylaws, and current written rules and policies; that he or she will work to uphold such documents and policies to the best of his or her ability; and that he or she will faithfully discharge his or her fiduciary responsibility to the association’s members. Within 90 days after being elected or appointed to the board, in lieu of such written certification, the newly elected or appointed director may submit a certificate of having satisfactorily completed the educational curriculum administered by a division-approved education provider within 1 year before or 90 days after the date of election or appointment.
(b) The written certification or educational certificate is valid for the uninterrupted tenure of the director on the board. A director who does not timely file the written certification or educational certificate shall be suspended from the board until he or she complies with the requirement. The board may temporarily fill the vacancy during the period of suspension.
(c) The association shall retain each director’s written certification or educational certificate for inspection by the members for 5 years after the director’s election. However, the failure to have the written certification or educational certificate on file does not affect the validity of any board action.

[snip for brevity]


I am sorry CarissaM left.
AugustinD


Posts:1695


09/01/2021 2:35 PM  
Posted By JohnC46 on 09/01/2021 1:15 PM
Appointed to the BOD by the BOD Members also means they alone can vote to remove you. They got you there. They can send you home.

Those elected to the BOD by owners can only be removed by a vote of the owners. A BOD cannot remove a Member elected by the owners.
With some caveats, this is indeed correct in Florida for any Florida nonprofit corporation, which all or nearly all Florida HOAs and COAs are. The interested reader should see FS 617.0808.

FS 720.303 (3) also lists other circumstances where a board vote may remove a director, regardless of whether the director was appointed by the board or elected by the owners.
MaxB4


Posts:1394


09/01/2021 2:45 PM  
Posted By KerryL1 on 09/01/2021 2:24 PM
Max is right, JohnC, but this has only been in effect in CA since 1/1/20. I think that generally what you describe is typical and certainly was in CA previously.



The opinion stated by the attorney says, except in a few instances, where a director has disqualified themselves, directors can't be removed if they were appointed. They have the same rights as if elected by the membership.

Now, there could be an instance if the governing documents have such a provision, but I haven't seen one.
AugustinD


Posts:1695


09/01/2021 2:58 PM  
Posted By MaxB4 on 09/01/2021 2:45 PM
The opinion stated by the [California Bar qualified] attorney says, except in a few instances, where a director has disqualified themselves, directors can't be removed if they were appointed.
True in California. Not true in Florida.

Quit hijacking.
MaxB4


Posts:1394


09/01/2021 3:04 PM  
Posted By AugustinD on 09/01/2021 2:58 PM
Posted By MaxB4 on 09/01/2021 2:45 PM
The opinion stated by the [California Bar qualified] attorney says, except in a few instances, where a director has disqualified themselves, directors can't be removed if they were appointed.
True in California. Not true in Florida.

Quit hijacking.



In what you posted, exactly where does it say a director, if appointed by a board, can also be removed, with or without cause, by a board?

When JohnC made his statement, was he referencing Florida, South Carolina, or just anywhere?
AugustinD


Posts:1695


09/01/2021 3:12 PM  
Posted By MaxB4 on 09/01/2021 3:04 PM
In what you posted, exactly where does it say a director, if appointed by a board, can also be removed, with or without cause, by a board?

When JohnC made his statement, was he referencing Florida, South Carolina, or just anywhere?
Asked and answered.
MaxB4


Posts:1394


09/01/2021 3:14 PM  
Where???

617.0808 Removal of directors.--A director may be removed from office pursuant to procedures provided in the articles of incorporation or the bylaws, which shall provide the following, and if they do not do so, shall be deemed to include the following:
(1) Any member of the board of directors may be removed from office with or without cause by the vote or agreement in writing by a majority of all votes of the membership.

(2) The notice of a meeting of the members to recall a member or members of the board of directors shall state the specific directors sought to be removed.

(3) A proposed removal of a director at a meeting shall require a separate vote for each board member sought to be removed. Where removal is sought by written agreement, a separate agreement is required for each board member to be removed.

(4) If removal is effected at a meeting, any vacancies created thereby shall be filled by the members at the same meeting.

(5) Any director who is removed from the board shall not be eligible to stand for reelection until the next annual meeting of the members.

(6) Any director removed from office shall turn over to the board of directors within 72 hours any and all records of the corporation in his or her possession.

(7) If a director who is removed shall not relinquish his or her office or turn over records as required under this section, the circuit court in the county where the corporation's principal office is located may summarily order the director to relinquish his or her office and turn over corporate records upon application of any member.
AugustinD


Posts:1695


09/01/2021 3:55 PM  
MaxB4, what you quoted is the 2008 Florida Statute section 617.0808. The Florida legislature amended the latter section was amended in 2009 and again in 2010. I do you, specifically, a disservice by holding your hand to understand how to look up what current state statutes say.

I think the interested readers here either know how to look up the current Florida statutes; or they know how to ask nicely for a link.

I have provided the link a buzillion or more times here in the past.


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