[Janet]

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We have 7 members on our BOD. Our VP just resigned, and another owner was appointed to backfill the open position, but was
not appointed as the VP and no has been appointed as the VP position. Since a VP position, according to our by-laws, states
that: B. Vice President: The vice president shall act in the place and stead
of the president in the event of his absence, inability or refusal to act, and shall
exercise and discharge such other duties as may be required of him by the
Board of Directors

Should not a VP be appointed ASAP? When I inquired, one response I got was that since the election is so close (actually
not until late January 2023), it was not deemed ‘urgent’. What am I missing here? Should point out that our President did
resign his position a month ago due to health reasons, but planned to stay on the BOD, then changed his mind.

Comments?

[Dell]

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Janet, how many board meetings remain? Are you on the board? Who is presiding at board meetings?

If I were in your shoes, and if the board was still accomplishing its duties, then I would not sweat this. These folks are volunteers. They may be working hard on preparing the annual budget and getting a notice out for the annual meeting. I cannot say that a President and VP are critical to achieving this.

Can you share the state where you live, so I can determine if board meetings must be open to owners?

[Janet]

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Not sure how many since they are also reviewing and approving the budget for next year and there are other things going on which will require some immediate attention as you mentioned. I am running for the BOD in January 2023. The President is presiding. The appointed VP resigned recently and the BOD appointed another owner to backfill the ‘opening’ since we are supposed to have 7 members but as I wrote, they did not appoint a VP. I would like to point out that this is the third appointment this year due to two owners selling and now one resigning. I did run for the BOD earlier this year (wink) and when they sent out the notice of which positions were up for election – it was Person A, Person B and Person OPEN. Now they
have Person A, B, C and should be announcing shortly the list of all the candidates running for the 2023 BOD. My personal belief is that if you are on the BOD you should be willing to backfill a key position. And yes we are in a state where Board meetings must be open for owners but that request continues to be ‘nixed’.

[Dell]

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— I would focus on getting on the board, including campaigning and seeking people’s appointment of you as their proxy. This is a time-honored and law-honored tradition at HOAs and COAs. Hopefully you have folks who feel as you do also running for the board so you can cause the change you want.

— Your bylaws and state law likely give the board the sole authority to appoint officers (meaning President, VP, secretary, treasurer and possibly other officer positions). You should check. If the board chooses not to appoint a qualified person to an officer’s position (VP here), and if for some reason you think this is causing some kind of real harm (and if so, what?), then your remedy lies mostly in first filing a formal complaint of a violation of bylaw abc or state law xyz (if there truly is a requirement to have a VP). Subsequently you could threaten suit. However tying up the courts with something that is not doing harm (IMO) seems imprudent, to say the least.

— Your state laws may have more to say about violations of the bylaws and what remedies you have.

— About this being the third resignation and vacancy this year: Hackneyed but true, I think this is what it is. Getting folks to volunteer for a lot of work that demands much study to do competently, and absolutely will include a lot of conflict, is hard. Apathy at HOAs nationwide is the rule.

— I doubt the bylaws or state law require directors to serve as officers.

[Janet]

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I appreciate all of your input. I actually did what you suggest regarding proxy’s earlier this year when I was running for the BOD. It was a decision made only 5 days prior to the
annual POA meeting and I did get a good number of votes. I ran using a ‘pledge code of ethics’ which was being proposed as an alternative to seeking remedies to pursuing ongoing
violations. Several years ago, I also ran for the BOD but was a new owner and did not get any real ‘traction’. I was, however offered the position as a ‘non-voting’ member
of the BOD to assume the ‘Secretary’ position about a year later, which I turned down due to the ‘non-voting’ issue. (The secretary resigned but remained on the BOD). This year
I have received HOA Management Certification. I am a ‘ready, willing and able’ owner trying to diffuse conflict and do what is right for the owners. My concern about the VP position
was due to ‘health’ issues of the President and the need to have someone in the ‘wings’ to step in if something did happen before the election.

I have learned so much from this forum, have received excellent advice and support.

[Author]

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