Adams Stirling PLC


Open Meeting. Selecting officers is normally done at an organizational meeting immediately following the annual meeting but may be done at a later date subject to any time requirements that may be contained in the governing documents. The selection of officers is done at an open meeting since it does not qualify as an executive session meeting. Accordingly, members have a right to attend the meeting and observe the process.

Chosen by the Board. Unless the bylaws provide otherwise, officers are chosen by the board, not the membership. (Corp. Code § 7213(b).) No one person on the board, such as the president, has the right to select the remaining officers. Officers are determined by a majority vote of the board.

Partial Change in Board. A partial change in the board from a membership election triggers a new election of officers.

Qualifications. Unless required by the governing documents, officers need not be members of the board or members of the association. Officer qualifications are normally found in the bylaws.

Nominations. Nominations for each office (president, vice president, secretary and treasurer) are made by board members, not the membership. No second is needed for nominations. (Robert's Rules, 11th ed., p. 432.) Directors may nominate themselves if they wish. Since the Davis-Stirling Act allows members to nominate themselves to run for the board, it would be reasonable to allow self-nomination as officers. (Civ. Code § 5105(a)(3).) Each nomination is then voted on by the board not the membership.

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. 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.

Voting for Oneself. All directors may participate in the voting for officer, including those directors who are nominees for the office at issue. "The rule on abstaining from voting on a question of direct personal interest does not mean that a member should not vote for himself for an office . . ." (Robert's Rules, 11th ed., pp. 407-408.)

Term of Office. Officers serve until their term of office has been completed or changed by the board.

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Adams Stirling PLC