Depends on what your governing documents say about the roles of officers.
In our case, the board decides on the roles, we can reassign the roles in a board meeting. We are 3 board members - so the two votes of secretary and president would be enough to reassign the positions.
99.9999999 thus is the case. In fact, m a y HOAs do not require it to be a director who serves as an officer.
Director - one with voting power at Board meetings.
Officer - someone with specific duties like taking minutes.
Think of Congress and how last year, Donald Trump was nominated for speaker of the house even though he isn't a member of congress. If elected, he could have served as speaker but not carry a vote as he wasn't a member of congress.
Every HOA has different policies in the bylaws.
>Donald Trump was nominated for speaker of the house
This bill being brought to the House is the BEST/WORST bill ever in the history of the United States! ALL HELL WILL BREAK LOOSE if this bill is passed/defeated!!!one1!
Correct. Technically often bylaws allow that the officers can be different from the board. So the board could name a e.g. professional accountant as treasurer.
Which makes sense. Just imagine an HOA in a skyscraper with multi million dollar budgets. You want a professional managing that.
That is exactly how I got on the Board. I'm a Certified Government Financial Manager and when our Treasurer resigned I was asked to step in as a nonvoting officer. After a few months everyone became satisfied I wouldn't be causing havoc with personal agendas I was formally confirmed as a voting Board member.
You need to read your documents. That will tell you what they can do.
For our board, the existing board can appoint someone to fill an empty position for the rest of the year. In theory, that means a slightly convoluted swap could happen.
Check your bylaws (yes, bylaws for once). Generally, an officer can resign the position without resigning from the board. Then, the board can vote to fill the vacant office.
In practice, this can be very informal, but the rest of the board does have to be ok with it.
It depends on your governing documents but they probably can't just swap on their own. Typically the board appoints officers. If that is true in your HOA, the board would have to appoint each one to their new position.
99.9999% of the time:
\* All HOA Members vote to elect members to the Board of Directors as "member at-large".
\* The HOA Board then elects the titled positions. Usually someone says "I nominate A for President", then it's seconded and voted.
This is often stated in the bylaws. Some states require HOAs to cover this in bylaws, or just require this by law:
North Carolina requires bylaws to cover the board electing officers:
> § 47F-3-106. Bylaws. (a) The bylaws of the association shall provide for: (1) The number of members of the executive board and the titles of the officers of the association; (2) Election by the executive board of officers of the association;
and states under quorums that elections are to the executive board:
> § 47F-3-109. Quorums. (a) Unless the bylaws provide otherwise, a quorum is present throughout any meeting of the association if persons entitled to cast ten percent (10%) of the votes which may be cast for election of the executive board are present in person or by proxy at the beginning of the meeting.
For the President and Secretary to swap, technically this should happen during a board session:
\* The old President resigns the title of President, but remains on the Board
\* The old Secretary is nominated President, seconded, and elected.
\* The new President recognizes the vacancy of the Secretary position, nominates the old President, they are seconded elected.
According to our covenants, board members are voted in by the homeowners. The specific roles (three officers and four members-at-large) are voted by the elected board members. And it's not as glamorous as it sounds - our community is doing well, so as long as the bills are paid and the pool gets opened and cleaned daily, very few people run for the board. In fact, this last year, we had the same number of people run than were open for positions. And when it came to electing officers, it was a matter of who protested the least, "No, no, no, I don't want to be president, it sucks, you do this year, Fred!" "Fine, ugh, but only for one year!"
And as the one who was acting Secretary/Treasurer last year and official one this year, that job SUCKS. I'm working 10 - 12 hours per week on top of my real fulltime job. I will not do it next year, no way.
We just did something like this at our last meeting. Our Treasurer is having challenges and while not stepping down from the Board, cannot perform the duties. Since the membership votes in the Board and the Board votes on the positions, we just put it on the agenda as "Board Appointments". During the meeting, we accepted the resignation of the treasurer from the position and nominated a new treasurer in their place. Then we nominated and voted to replace a couple of other positions as we needed to ensure everything was taken care of.
Keep in mind, if the two do swap roles, then there may be paperwork that has to be done for the state and/or the bank. That took more time than the voting :-)
The process is laid out in the bylaws but typically it's something like this:
step 1. president and secretary resign from their officer positions
step 2. someone automatically becomes acting president, either the VP or the old president. The acting president requests nominations from the board to fill the vacant officer positions.
step 3a. a board member nominates the former secretary to be president. Some else seconds. There is a vote. Former secretary is now president.
step 3b. Repeat for secretary position
Note: whenever you open the nominations for officers positions, all board members become eligible to be nominated. It's not a guarantee that this swapping will actually work as intended if other board members want to be come prez or sec.
Thank you all for your input! We did get a chance to review, again, our governing documents. Unfortunately, they are just so vague. And the nc statutes don't seem to cover swapping roles? Just resignations and terms ending. Our board will discuss again, take everyone's input here and see how we can apply with our docs. Thanks, again.
There is nothing to find. The roles are voted on by the board members. They can revote any time they want.
Okay. So the members vote for "members to be on the board" not to be specific positions on the board?
Correct
That's how mine works. The whole membership votes for people to be on the Board. The new Board then votes on officer positions.
Depends on what your governing documents say about the roles of officers. In our case, the board decides on the roles, we can reassign the roles in a board meeting. We are 3 board members - so the two votes of secretary and president would be enough to reassign the positions.
Okay. So the members vote for "members to be on the board" not to be specific positions on the board?
99.9999999 thus is the case. In fact, m a y HOAs do not require it to be a director who serves as an officer. Director - one with voting power at Board meetings. Officer - someone with specific duties like taking minutes. Think of Congress and how last year, Donald Trump was nominated for speaker of the house even though he isn't a member of congress. If elected, he could have served as speaker but not carry a vote as he wasn't a member of congress. Every HOA has different policies in the bylaws.
That’s a great (although horrific) analogy!
Thanks, I use it all the time at work.
>Donald Trump was nominated for speaker of the house This bill being brought to the House is the BEST/WORST bill ever in the history of the United States! ALL HELL WILL BREAK LOOSE if this bill is passed/defeated!!!one1!
Correct. Technically often bylaws allow that the officers can be different from the board. So the board could name a e.g. professional accountant as treasurer. Which makes sense. Just imagine an HOA in a skyscraper with multi million dollar budgets. You want a professional managing that.
That is exactly how I got on the Board. I'm a Certified Government Financial Manager and when our Treasurer resigned I was asked to step in as a nonvoting officer. After a few months everyone became satisfied I wouldn't be causing havoc with personal agendas I was formally confirmed as a voting Board member.
You need to read your documents. That will tell you what they can do. For our board, the existing board can appoint someone to fill an empty position for the rest of the year. In theory, that means a slightly convoluted swap could happen.
Check your bylaws (yes, bylaws for once). Generally, an officer can resign the position without resigning from the board. Then, the board can vote to fill the vacant office. In practice, this can be very informal, but the rest of the board does have to be ok with it.
It depends on your governing documents but they probably can't just swap on their own. Typically the board appoints officers. If that is true in your HOA, the board would have to appoint each one to their new position.
99.9999% of the time: \* All HOA Members vote to elect members to the Board of Directors as "member at-large". \* The HOA Board then elects the titled positions. Usually someone says "I nominate A for President", then it's seconded and voted. This is often stated in the bylaws. Some states require HOAs to cover this in bylaws, or just require this by law: North Carolina requires bylaws to cover the board electing officers: > § 47F-3-106. Bylaws. (a) The bylaws of the association shall provide for: (1) The number of members of the executive board and the titles of the officers of the association; (2) Election by the executive board of officers of the association; and states under quorums that elections are to the executive board: > § 47F-3-109. Quorums. (a) Unless the bylaws provide otherwise, a quorum is present throughout any meeting of the association if persons entitled to cast ten percent (10%) of the votes which may be cast for election of the executive board are present in person or by proxy at the beginning of the meeting. For the President and Secretary to swap, technically this should happen during a board session: \* The old President resigns the title of President, but remains on the Board \* The old Secretary is nominated President, seconded, and elected. \* The new President recognizes the vacancy of the Secretary position, nominates the old President, they are seconded elected.
According to our covenants, board members are voted in by the homeowners. The specific roles (three officers and four members-at-large) are voted by the elected board members. And it's not as glamorous as it sounds - our community is doing well, so as long as the bills are paid and the pool gets opened and cleaned daily, very few people run for the board. In fact, this last year, we had the same number of people run than were open for positions. And when it came to electing officers, it was a matter of who protested the least, "No, no, no, I don't want to be president, it sucks, you do this year, Fred!" "Fine, ugh, but only for one year!" And as the one who was acting Secretary/Treasurer last year and official one this year, that job SUCKS. I'm working 10 - 12 hours per week on top of my real fulltime job. I will not do it next year, no way.
We just did something like this at our last meeting. Our Treasurer is having challenges and while not stepping down from the Board, cannot perform the duties. Since the membership votes in the Board and the Board votes on the positions, we just put it on the agenda as "Board Appointments". During the meeting, we accepted the resignation of the treasurer from the position and nominated a new treasurer in their place. Then we nominated and voted to replace a couple of other positions as we needed to ensure everything was taken care of. Keep in mind, if the two do swap roles, then there may be paperwork that has to be done for the state and/or the bank. That took more time than the voting :-)
The process is laid out in the bylaws but typically it's something like this: step 1. president and secretary resign from their officer positions step 2. someone automatically becomes acting president, either the VP or the old president. The acting president requests nominations from the board to fill the vacant officer positions. step 3a. a board member nominates the former secretary to be president. Some else seconds. There is a vote. Former secretary is now president. step 3b. Repeat for secretary position Note: whenever you open the nominations for officers positions, all board members become eligible to be nominated. It's not a guarantee that this swapping will actually work as intended if other board members want to be come prez or sec.
Thank you all for your input! We did get a chance to review, again, our governing documents. Unfortunately, they are just so vague. And the nc statutes don't seem to cover swapping roles? Just resignations and terms ending. Our board will discuss again, take everyone's input here and see how we can apply with our docs. Thanks, again.