217523In general, the members (or owners) of the community vote for the board members, but the board members decide who will fill the officer positions:  President, VP, Treasurer and Secretary, plus whatever other Officer Positions are defined by your community documents.  Voting for Officers is commonly done without secret ballots and via a fairly informal process that can take only a few minutes.  However, unless your documents state otherwise, the election of officers by the board can be done by secret ballot.

When does this come up and how do you decide when to vote openly, or by secret?

Typically, this comes up when one or more board members are concerned that their vote might hurt someone’s feelings, or damage a relationship.    A common and fair approach to deciding “secret or open” is – as long as one board member wants to vote in secret, the vote should be in secret out of respect for that board member’s personal situation.   If a secret vote is decided upon, following is a simple and effective approach on how to conduct a secret ballot vote for election of officers:

  1. Agree that the nominations will be voted upon for each Officer Position, one at a time, in a specific order, for example:  President, Vice President, Treasurer, Secretary, etc.,
  2. Ask for nominations for the Officer Position (President first).  A member may nominate themselves, and a second is not typically required.
  3. After nominations for this Officer Position have been determined, pass out a blank piece of paper to each board member.
  4. Each board member writes down the name of the nominee they wish to vote for on their sheet of paper and folds it in half.
  5. Two impartial people that are not on the board (counters) will collect, count and announce the result.  This is typically the Manager and an Owner, who is not related to any board members or the Association’s Attorney if present.
  6. Unless your documents state otherwise, a majority vote of the quorum is required for the officer to be appointed.
  7. If a majority of the quorum have agreed, the Officer Position is appointed.  If not, the process for this Position should restart with step 2, at which time, the nominations typically (hopefully) change.
  8. After the Officer position is appointed, the next Officer Position is nominated per step 2. and the process will  continue until all Officer Positions are appointed.

As a reminder, regardless of whether the vote for Officers is open or secret, it should be conducted in an open manner, in front of owners, like any other board action.

If anyone questions you on the legality of a secret ballot for election of Officers, you can refer the following state statutes:

Condos:

718.111(1)(b) . . . .Directors may not vote by proxy or by secret ballot at board meetings, except that officers may be elected by secret ballot. . .

HOAs:

720.303(2)(c)3. Directors may not vote by proxy or by secret ballot at board meetings, except that secret ballots may be used in the election of officers. . .

Here is a good article that discusses how to avoid a lot of common election mistakes.

by Dan Tiernan, COO, Campbell Property Management