advantage of 5 vs 3 board members

Started by ShirleyC • 6 replies • 3247 views

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ShirleyC (California)
Posts: 117

Posted:

We are getting ready to take back control of our HOA by voting out the current board of (3).......someone has suggested we have 5 board member instead of 3. We have 14 units.......this means 1/3 of the owners will be on the board...........would you recommend this and why. thanks

RichardP13 (California)
Posts: 1,767

Posted:

You would have to review your Bylaws to see how many Board members are allowed. For your size, three sounds more than adequate. If you are limited to three, your Bylaws will have a provision to amend the Bylaws, generally through a majority vote of the homowners.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Shirley,

My Association has a requirement of a minimum of three but may have up to five. The exact language we are using is:

"The affairs of this Association shall be managed by a Board of not more than five (5) nor less than three (3) directors."

I would suggest going with language similar to what I posted. As this will allow for more participation but won't prevent the Association from operating if they only have 3 or 4 volunteers stepping forward. An added benefit is that it helps to spread the work around to more people.

I would caution you that you also include language that only 1 member per lot may serve on the Board at a time. This will minimize the perception that one family is controlling everything. Of course if one member owns more than one lot - it's still possible that you get a spouse-spouse team sitting on the board.

Tim
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ShirleyC (California)
Posts: 117

Posted:

thanks, everyone........we had 2 people who were controlling the hoa......so we were thinking 5 member board...you've been helpful tho....I'll look at cc&r tonite to see if we can add more....

TimB4 (Tennessee)
Posts: 21,059

Posted:

Shirley,

You should also check the Bylaws and the Articles of Incorporation.

Tim

JanetB2 (Colorado)
Posts: 4,219

Posted:

Quote:

Posted By ShirleyC on 06/23/2011 11:25 AM
thanks, everyone........we had 2 people who were controlling the hoa......so we were thinking 5 member board...you've been helpful tho....I'll look at cc&r tonite to see if we can add more....

Hi Shirley:

Keep in mind no matter how many you have on the board there is a potential for individuals to in essence ban together and control. We have 40 homes and the requirement is 3 member board.

To prevent board members from overall controlling HOA is not necessarily the number of board members, but instead homeowner participation. As a general rule a board can control the HOA only because homeowners are not participating and keeping an eye on their association. Sometimes when an individual does not have anyone looking over their shoulder they in turn can become power hungry and not act in the best interest of everyone only thinking of themselves.

The other side is "as the old saying goes" you can have too many chiefs which in turn also has its own problems. I would potentially recommend due to the number of units the 3 member board and work towards more homeowner participation.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

The main difference between a board of 5 members vs a board of 3 members is the number of votes required for passage of a motion or to meet other requirements of the CCRs, bylaws, or Robert's Rules (assuming you are required to abide by Robert's or trying to use them to conduct your meetings).

Check your documents. Some actions require a simple majority vote of the board to pass; other actions may require a 2/3 majority to pass. With a 3-member board, there is no difference between the two. A simple majority is 2 votes and a 2/3 majority is still 2 votes. A 5-member board provides better protection for the minority representation for the more important issues that require a 2/3 majority to pass. With a 5-member board a simple majority is 3 votes, whereas a 2/3 majority would require 4 votes for passage (3/5 = 0.6 which is less than 2/3, so 4 votes would be required).

In Robert's Rules, for example, the common motion to "call the question" (Previous Question) which is a motion to stop debate immediately and vote on the main question, requires a 2/3 vote for passage. This is to protect the right of the minority to continue debate and prevent abuse by the majority.

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