ELECTING OFFICERS

Selected by Directors. Unless the bylaws provide otherwise, officers are chosen by the board, not the membership. Corp. Code §7213(b)

Organizational Meeting. Election of officers is normally done at an organizational meeting immediately following the annual meeting. This is an open meeting for the membership to observe. Organizational meetings do not qualify as executive session meetings.

Nominations. Nominations for each office (president, vice president, secretary and treasurer) are made by the directors. No second is needed for nominations and directors may nominate themselves. Each nomination is voted on by the board.

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. All directors may participate in the voting, including those directors who are nominees for the office at issue.

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

Updated by ADAMS KESSLER 8/14/2008