Our annual meeting was conducted this past week during which three of the
present board members were up for reelection—the president, treasurer (her fiancée) and a board member. All three were re-elected and a fourth elected since
there was a vacancy. My position at the time was secretary and I was not up for
reelection. The reelected members were voted back into their positions but then
the president nominated the newly elected fourth member into the position of
secretary, which I was holding at the time. Someone seconded that motion and
the president announced that the motion was carried. There was no voting to
elect this new member as secretary and no motion to remove me from my position.
My question is: since I was not up for reelection, the position of secretary
was not vacant, there was no motion, second or voting to remove me from my
position, is this legal? I think this may have to do with the fact that the
coupled president and treasurer have previously expressed their displeasure
with the fact that I shut down some of their projects which I considered not to
be in the best interest of the members of the association.
Elections of members to a community association’s board of trustees are one of the most visible aspects of association living.
The association documents, usually the Certificate of Incorporation and/or the
bylaws, set forth the rules governing the election of board members and the
designation of officer titles,” says Loren Lightman, Esq., of Lomurro, Davison, Eastman & Muñoz, P.A in Freehold.
“Furthermore, if the association in question is organized as a nonprofit
corporation, then the New Jersey Nonprofit Corporation Act will apply. This law sets forth the requirement that an association’s board shall be elected by its members in most instances. The same does not hold true for the appointment of officers. Rather, the law provides that the majority of the duly elected or appointed
board members select the board’s officers, unless stated otherwise in the bylaws. Normally, the bylaws leave it to the board to determine and designate officer
titles for its members, so that even though a board member holding a particular
officer title may not be up for reelection, the board still has the legal
authority to change titles after an election or appointment.