ELECTION CONFUSION – WHO CAN BE A DIRECTOR AND/OR AN OFFICER?

Now that Covid is basically and finally in the rear view mirror, most associations are having their annual elections in person and providing the owners the opportunity to see the annual meeting through ZOOM.

This week, I attended an annual meeting where for the first time in my 30 year career, I saw the Board elect a President who was not also a member of the Board. This gentleman did not even run for a seat on the Board of Directors, yet he was named President. Anything strange about that? Perhaps in the condo world yes, but not in corporate America. Anything illegal about that? Absolutely not.

People are still confused about how the election process works. They don’t realize that people run for a seat on the Board of Directors. They don’t run for President, Vice President, Secretary or Treasurer. Only for a directorship. The winners take their seat as directors. Believe it or not, not all documents require that the Board member is also a home owner or unit owner. They can be owning and living in a completely different community but can technically run for your Board and/or be appointed by the Board if a vacancy occurs.

At their very first Board meeting, the Board decides who are going to be the officers, meaning the President, Vice President, Secretary or Treasurer. It is always presumed that the officers chosen must be fellow board members. That is absolutely not the case, unless your governing docs say so. You need to look at your articles and bylaws carefully. Often times the Board does not have to limit these officer positions solely to people on the Board. They can choose amongst themselves to elect another home owner or unit owner in the community, or they may be able to choose someone who lives a thousand miles away. It’s all in the documents.

The vote by the board members for the officers may be secretive if they want to do it that way. Most board members do not vote by secret ballot. The vote must be taken at a properly noticed board meeting and the unit owners have the right to attend.

So, you know somebody who is doing a great job and is a smart, bright and intelligent board member in their own community. If they are also slightly out of their mind, you may want to ask them if they would be willing to serve as an officer or director in your community as well. If they skipped their meds for a few days they may even take you up on that offer.

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