SELECTING OFFICERS

By Adrian J. Adams, Esq. Adams & Kessler LLP

Associations are required to have a president, secretary and treasurer. Their duties are generally found in the association's bylaws. If not, they may be assigned by the board. Unless prohibited by the articles or bylaws, one director may hold multiple offices, such as secretary/treasurer. Corp. §7213(a)

Organizational Meeting. Unless the bylaws provide otherwise, officers of the board are chosen by the board. Corp. §7213(b) Typically, this is done at an organizational meeting immediately following the annual meeting.

Nominations. Unless the bylaws provide otherwise, candidates for president, vice president, secretary and treasurer are nominated by the directors, not the membership. No second is needed for the nominations. Moreover, directors may nominate themselves. Each nomination is then voted on by the board. All directors may participate in the voting, including those directors who are nominees for the office at issue.

Conducting the Vote. The vote is frequently done by voice vote but may be done by secret ballot if one or more directors request it. If done by secret ballot, each director simply writes the name of the person they are voting for on a slip of paper. All directors are allowed to vote, including those nominated to the position.

Counting the Vote. Inspectors of Election are not required for counting these ballots. Each director can hand his/her ballot to the manager (or some other person) to open and read out loud. The person with the most votes wins the office. The process is repeated for each officer until all positions are filled.

Changing Officers. Boards can change officers at any time. If the board decides that a president, secretary or treasurer is no longer effective in his or her office, the board can at any time remove that person from office and select someone else to fill the position. The person so removed continues to be on the board with all of the rights and powers of a director but ceases to be an officer.

Adrian J. Adams, Esq., is a Managing Partner of the law firm of Adams & Kessler LLP