Open Board Meeting Same Day as Elections
Please correct my understanding if I am wrong. The newly elected board immediately becomes the “sitting board” once ballots are tallied and election results tabulated, correct? We don’t have staggered terms.
Our association is holding an annual/election meeting, then the organizational meeting, then a regular open board meeting – all on same day. So, during the Open Board Meeting portion, it seems reasonable that the newly elected board will preside over it, correct? How on Earth would a newly elected board be able to reasonably approve past months meeting minutes during the open meeting, when they just got elected minutes beforehand? That’s what is on the agenda, among other major spending/maintenance issues that any “just elected” board member wouldn’t have been privy to as just a homeowner the day before. Maybe I’m missing something.
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PJ
The process is simple. The organizational meeting and the so-called open meeting are the same. Both must be noticed and open to all members. All board members assume office upon election unless the bylaws provide for a different process. The organizational meeting typically deals with the election of the officers by the board. That must be in open session with any member present, provided the opportunity to speak before any board vote. As for the approval of minutes, while some board members may not have been on the prior board, any past board member is free to provide comments to the new board relative to the validity of the minutes. As are any members present who were at the prior meeting of the board?
This does not have to be complicated just use common sense and understand the open meeting laws and the board will be fine.
Dennis
Well, I think it worked out? For the record I adore common sense. So please help me make sense of the following:
The former President (whose term expired the same night the new board was elected) said she gave the coveted board packet (all the reports, financials, bids etc) to one of the ballot candidates about five days before the actual election/annual meeting took place. So that person had a chance to review the information and proposals prior to open board meeting.
What does a vote of acclimation mean? Prop- Manager said they wanted 5 open board positions and requested a 5 candidate board, but since only 3 candidates applied, those 3 were automatically elected by acclimation, by quorum of cast ballots. At first, we didn’t make quorum of members, so a few folks were gathered and those members signed a sheet and then immediately left the annual meeting. Annual meeting adjourned after election by acclimation.
Then in the organizational meeting one newly elected director (an incumbent) immediately announced his resignation saying he already informed the prop manger of it – that he was only going to finish out 60 more days as board incumbent until his term expired – meaning he stayed on the ballot got voted in, while knowing he would resign at election. Anyhow the property manager officially accepted this resignation at the open meeting instead of organizational meeting. During the organizational meeting the officer roles were divvied between two – President and Vice President/Treasurer respectively. No Secretary- the prop manger said they will do that. Then during the open regular board meeting there were the three newly elected board members to handle all action items, then the one officially resigned after all voting and decisions made.
I’m so confused now. I’ve never seen this happen before.
PJ
There is a lot of reason here to be confused. First the community manager works for the board not the other way around. The community manager does not have the authority to do anything other than what the board allows them to do, and they can never accept a resignation or decide how the officers are elected or the number of board seats. Those must be done in accordance with the established bylaws for the community by the board of directors. Election by acclimation is for a time when there are less or equal number of board candidates then there are open board seats. Since any person that would get one vote would be elected, they bypass the formal election and declare all candidates elected.
The board member that ran and then resigned simply, may have had a reason, if he resigned before the election with only two candidates you would not have had a quorum and the remaining board members could not have appointed someone to fill any of the three vacancies.
You’ll have to check your bylaws to see if a minority of the board can appoint the replacement for the resigned board member. That is all that they could do because a board can only filed seats by appointment that had previously been elected by the members. Since two of the open seats were never elected. Alternatively, you could scour the community to find three more candidates and hold another election to elect those board members and have a complete board. The first order of business for the new board would be to make sure that the community manager knows his/her place and understand that they work for the board and can make no decisions for the board.
Dennis
Here’s an update:
a) during the open meeting portion, the newly elected board of 3 didn’t appoint a replacement for the resigning member prior to that members resignation. Now we technically have a board of 2 (out of 5 available seats originally advertised).
c) the bylaws simply say that vacancies in the board of directors shall be filled by the remaining Directors (doesn’t specify by a “minority” of the board or otherwise).
d) We are told there isn’t a quorum of board members now.
e) Can homeowners assist the two board members in canvassing the community for willing board members? If we have no quorum, is the management company “on hold” with how they can help us in this endeavor?
PJ,
This is a delicate issue. Technically the board can only act when a quorum is present. By only electing 3 of the 5 positions the board was left very vulnerable then one of the board members resigned immediately after the election was held that board member abandoned the community and simply ran away leaving the association in this situation. Many association provide bylaws that allow even one board member to fill vacancies for unexpired terms. While I strongly believe that this is inappropriate exactly what your bylaws say must be read carefully. Either the board or the community member can call for a special meeting of the members to elect the full board contingent of 5 positions. Both the board and the community are free to canvas the community to solicit eligible and good candidates to fill all the positions on the board. The most the board can do if the bylaws allow is fill the one created vacancy from the resignation, they cannot fill the vacancies from expired terms for whish no-one was ever elected. But that would leave the community in the same place where if one person resigns, they are left without a quorum and cannot act on anything until a quorum is again restored.
Being on the board is a thankless job but you community cannot operate without a functioning board. Your board cannot authorize expenditures or pay any bills and is powerless to enforce any governing documents. Filling board position with inappropriate or self-serving candidates can be far worse than having any vacancy. So Act carefully and thoughtfully in electing your board.
Dennis
Dennis. Your point about a vacancy perhaps being the lesser issue is great advice! Here is a new development. Apparently, we do have a quorum now. Apparently, the official letter/request for candidates that the board had management mail out, which set the # of directorships to five, didn’t matter. Apparently the size of the board was “auto-reduced” to a total of 3 positions based soley on applicant responses (which was three). I wish my medical bills would auto-reduce congruently with every second I’m on hold with customer service. The immediately resigning board member had a fair reason but won’t be missed. I see your point that we are vulnerable should we have another resignation. Many owners don’t want to be on the board, and some that do treat it like an ‘after school’ club. I’m grateful that your knowledge and wisdom provide steady “nutrition” to anyone on this forum who wants to grow and learn. You are building better leaders.
While I try to never be surprised by any issue identified within these communities, I must tell you that I’ve never seen a bylaw that automatically reduces the number of board positions based on the number of candidates that agree to run for office. That one is absolutely incredible and makes a total sham of the election process. If only one person ran for the board the board would consist of only one member, this is totally stupid. Can you imagine what one person with total power over your community could do to impact every homeowner with impunity?
While if what you say is true then your board is legitimate and still consist of a quorum. Please send me a copy of your bylaws I absolutely need to see such a provision.
Dennis
No, our bylaws don’t auto-reduce the number of board seats set, to match the number of candidates/applicants interested. The prior sitting board never held a meeting to reduce the board seats downward from five to three before the election. We have two serving board members out of a five person board – no quorum. But it gets weirder – the CManager explained that the “attorney” cited our bylaw provision which says board vacancies shall be filled by the remaining directors. Hence, our two-person board is in fact meeting quorum because it is filled at 100% capacity. Two out of Two is 100 percent. By this creative logic only one person could’ve been elected and filled all five seats for the new board terms. Am I being gaslit? What do we do from here, because there is no interest in my community for people to attend meetings or run for the board. The CManager says the board will appoint the vacancy in the next few weeks to month. If they do this, is the appointee legit without an election, and how is the current board even running the association day to day with only two of them?
PJ,
While the provision in your bylaws that allows any remaining board members to appoint board members to fill vacancies is inappropriate and defies any logic, since the board of directors acts as a body and can only act if a quorum of the board approves the action, attorneys writing bylaws know this but ignore it because it is inconvenient. Until I can change Arizona law to protect the fundamental right of homeowners to elect their board members, this loophole is not currently illegal. You have a board of 5 members with only two seats filled by your bylaws, which allow those two remaining board members the right to appoint board members to fill the three vacancies, denying the homeowner their right to elect their board.
This is why this coalition is so important: if any of you ever hope to get fair treatment and protection of your rights in these communities, you all must join me in this fight and actively demand that your elected representatives and senators support legislation to protect your right and what is right for these communities.
Dennis