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ELECTION CONFUSION – WHO CAN BE A DIRECTOR AND/OR AN OFFICER?
By
Eric Glazer, Esq.
Published April 4, 2022
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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About
HOA & Condo Blog
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Eric Glazer graduated
from the University of Miami School of Law in 1992 after
receiving a B.A. from NYU. He has practiced community
association law for three decades and is the owner of
Glazer and Sachs, P.A. a five attorney law firm with
offices in Fort Lauderdale and Orlando.
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Eric is Board Certified by The Florida Bar in
Condominium and Planned Development Law.
Since 2009, Eric has been the host of Condo Craze
and HOAs, a weekly one hour radio show that airs at 11:00 a.m.
each Sunday on 850 WFTL.
See:
www.condocrazeandhoas.com.
Eric is the first attorney in the State of
Florida that designed a course that certifies condominium and
HOA residents as eligible to serve on a Board of Directors and
has now certified more than 20,000 Floridians all across the
state. He is certified as a Circuit Court Mediator by The
Florida Supreme Court and has mediated dozens of disputes
between associations and unit owners. Eric also devotes
significant time to advancing legislation in the best interest
of Florida community association members.
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