Director shouldn't have been on ballet

I am a new board member, and our board has been pretty bad since it started a few years ago. Our annual meeting was a bunch of very upset homeowners who were not happy with anything going on, and really there wasn't much going on. Now that I'm on the board I am trying to learn everything and have quickly realized they just don't have a clue as to the bylaws. Our by-laws are dated 2008 and the board started a couple years before that. The board president has been on the board since day one and the by-laws state a two term limit maximum. Some terms are one year and some are two. His is a two year term. He was just voted back onto the board this year, but I don't believe he was even supposed to be on the ballot. He has been on the board, in his words, 6 years! So if he shouldn't have been on the ballot but was, and was voted back in, what can I do? The homeowners are pretty upset about a lot of things and are directing it at the board. Someone put a question on our website about term limits and that's what got me looking into this. What can I do?

Hi Steve:

Actually from your comments it could be if he was an initial director appointed by developer before turnover, then potentially he would also have the two terms provided in your by-laws. The following is a TX statute if you are a non-profit:

Sec. 22.208. TERM OF OFFICE. (a) Unless the director resigns or is removed, a director on the initial board of directors of a corporation holds office until the first annual election of directors or for the period specified in the certificate of formation or bylaws of the corporation. Directors other than the initial directors are elected, appointed, or designated for the terms provided by the certificate of formation or bylaws.

If he was voted onto the board then the majority of owner’s chose to elect this individual. As Melissa stated the HOA documents can be changed with majority vote following procedures in said documents and your state statutes. Here is the potential issue you will possibly run into in the future with term limits … at some point your association may not have individuals who are willing to step up to the plate and serve other than those who may have done so in the past. Therefore, if they cannot be elected again who else will maybe serve on your board of directors? If you are going to have term limits, then at least make sure that maybe an individual after two terms must sit out for a term then can run again.

You bylaws might say, "or until replaced in an election" - so the real job is to get people to run for office.

Do you elect officers or directors?

How is he getting the office of president? Usually the entire Board elects its own officers.

Ask him to resign so he is in compliance with the bylaws OR recall him if people are that upset.

You MUST know your bylaws inside and out so you can figure out what to do.