term of board members

We have 5 Director positions. We had 4 openings in the last year which were filled by appointing people without an election to complete the terms of the several directors who resigned.
Well now there was an executive (secret and closed ) meeting this month and they decided to go from 1 and 2 year terms to vote themselves in for 3 year terms. That decision was made by these appointed directors and now 225 of us have to live with it. What can we do to oppose these changes in term years. I beleived appointees stayed on only until the next yearly election but was told they finish the 2 and 3 year terms.
Our bylaws state we have one 1 yr term; two 2-year terms and two 3-year terms. Since next year is our 6th year of having a board "all" 5 positions should filled by new openings at an election. But they want to stay on through 2014. These same 5 people are on the ACC committee ; the by=laws committee and the nominating committee and the community beautification committee ------See our problem???
Also the have an "executive" meeting each month in private and an open meeting to tell us what they decided. Help!

Lynne

Our BOD terms, conditions, etc. are in our Bylaws, not our CC&R's but as Glen said, the BOD cannot just change them. It takes a vote of the homeowners. In our case 51% to change Bylaws and 67% to change CC&R's.

I would simply find the appropriate section and draw it to the BOD's attention.

In a polite and logical world, I could point that out to them. However at last month's open meeting they said they ware confused as to the terms of the 2 new appointed members -- so I typed out when each persons term should end. One should definitely end this year and all five positions would end next year as the two 3 yr terms would be up ; both 2 yr terms would be up and the 1 yr term would be up.... No one replied to my e-mails and now the person with a one year term(ending 09/2012) and one with a 2-yr term (endg 09/2013) voted themselves to stay on until 2014 and the others all shifted terms ..."
If after raising your hand, if you point out something at a meeting they say - "You are out of order - leave." I was on the board as treasurer this year and quit as I was told that I was not allowed to speak at the meetings. I find it very odd that all board members cannot talk outloud to each other at open community monthy meetings. There are no discussions - the president announces the decisions they made at the secret closed monthly executive meetings. This is so wrong!
How can we enforce our by-laws and C C & R's ?? If logic does not prevail, can we, the home owners ask to have our community lawyer to step in or can we petition to have them all removed?

i also think that an executive session is not allowed to decide such changes in by-laws, regardless of whether the BOD can even make such changes, they certainly can't do it in executive sessions.

Good way to do it. This also can set up a network/methodology to get concerned people elected to the BOD.

Our bylaws also state the term lengths the same way that Lawrence explains them. If the board is so "confused," perhaps they need to consult with your HOA attorney a get an opinion in writing.

If the board refuses, band with other concerned owners & chip in to pay for 1/2 hr. of the attorneys time.

And don't give up; we endured a terrible board here until a bunch of us formed a group, and eventually got a majority on the board. It only took one election cycle.

Lynn,

If you read my previous post, I point out that your documents likely say that directors should stay for 3 years.

Their intention to stay for 3 years may not be greed but a desire to follow the rules.

Ooooops. That may not have been what Lawrence meant.....but the rest of my response stands....I think.....I need another drink........LOL

Lynn, our association went through this a couple of years ago. Our Board wanted to vote for Officers instead of Directors. Homeowners do not vote for Officers. Anyway, you need some other homeowners to help you. I contacted some homeowners that I knew were interested in our association and they wrote the BOD and they finally changed their minds and held the election the correct way. For your info our covenants read "After the applicable date (turned over to the homeowners), three of the directors elected pursuant to Article IV shall be elected to serve for a term of two (2) years. Two (2)of the remaining directors shall be elected to serve for a term of one (1) year. Members of the Board of Directors shall hold office until their respective successors are elected, or until they are removed or resign. Each Director elected thereafter shall be elected for a two (2)year term." The most important sentence is the last one. What we have is one year 2 directors are voted in for 2 years, the next year 3 directors are voted in for 2 years, so on and on. When voting for a director's position that becomes vacant before their 2 years are up the person selected to replace him replaces his term in office. (Example: if he was serving 2 years and resigned after 1 year the person taking his place would only serve 1 year and would then have to run and be elected. Then he would serve a 2 year term. I hope this helps. But, you really need other homeowners to back you up. Good luck.

Lynne,

You need to clear up the confusion by citing the documents and the law. Typically corporate law specifies that appointed directors only serve to the end of the term they were appointed to. If the Board wants to change the term length (and are allowed to do so), that change would take place when the current term expires.

Have you checked your corporate laws?

Tim

Tim is referring to SC's state corporate laws. Often such laws fill in some gaps when an HOA's docs are unclear or are incomplete. JohnC46, also from SC, may be able to help.

thanks Tim, then Carol and finally to JohnC - you are so smart -glad I posted I learned a lot.I will be ready for the next meeting to politely ask what is going on! And I just questioned my neighbor as to how all the people who were there last Sept and Oct during the vote...suddenly forgot the lengths of their terms...??? bye!