Why not let every willing homeowner be a director?

Why not let every willing homeowner be a director? What do we gain by excluding volunteers from board activities? What if we raised the limit on the number of directors to equal the number of homes? I think the benefits would be

* More homeowners would participate in board meetings if they could add topics to the agenda discuss, and vote. More voices, more choices.
* Elections of directors would no longer be contentious. Negative campaigning would not have any benefit. Election fraud would be a thing of the past.
* A board of directors made of all interested homeowners would be more representative of the majority of homeowners.
* More people could get more work done faster.
* No long term commitment to being a director. Try it, see if you like it. Not sure if you'll be living here for the next 3 years? That's OK.
* With more directors, it becomes harder to make insider deals that won't get exposed, and the benefits of such deals would be diluted.
* Directors do not want to plan for the long term for fear of being voted out in the short term. Less of a problem when nobody gets voted off the board.

I'm blurring the distinction between homeowner meetings and board of director meetings. It never seemed right to me that most homeowners are second class citizens compared to the directors. Our bylaws say more directors can be added. The only qualification for being a director is to be an owner. I'm sure not all homeowners would show up. Maybe 25% would. That is a manageable number. Especially if we seriously apply rules of order.

Did I overlook the negatives? Has anybody tried this experiment? What would happen?

What kind of chaos? Wouldn't rules of order prevent chaos?

Eric,

Although it's a great idea (and you don't need to raise the # of directors to achieve what you desire). All that would be needed would be to amend the governing documents to specify that the the following decisions would be made by the membership: Budget, awarding contracts, enforcement of the covenants, hiring employees, approval of exterior changes, appointing officers (as required by Corporate laws), etc.

Remember, you still have to comply with State laws. Corporate law would still require a board of Directors, but by making the above changes to the governing documents, you would minimize the boards power and transfer it to the membership.

Since it would be a meeting of the membership, you would likely incur additional expenses to satisfy notification requirements (as required by Corporate and/or HOA/COA laws).

Did I overlook the negatives?

Well, not everyone is versed on parliamentary rules of order. Therefore, it could be very easy for the meeting to get out of hand just because of a lack of understanding of the rules.

Those darn pesky State Laws must be complied with. If they were all made directors, Corporate laws typically require voting. Additionally with a higher number of directors, the quorum requirement would go up.

Ever try to schedule board meetings? We have problems matching the schedules of 5 families in order to meet. Try doing it with 25 or more.

The larger the committee the higher the potential for more personality conflicts.

Those are just a few I can think of off the top of my head.

Has anybody tried this experiment?

We have tried a version of this every time we hold an annual meeting. Some topics are glossed over and some topics are discussed to death with zero consensus of how to proceed.

We have had issues of meeting quorums.

I'm still trying to amend our Articles of Incorporation to remove a conflict. It's been three years and, due to apathy, we just can't get enough participation to acquire the number of votes needed (can't even get enough votes cast to make an official count).

What would happen?

What happens in your annual meetings (as this is basically what you are trying to do)?

Again, if you think it would work (and in theory it sounds great), just amend the bylaws to require a membership vote on specific items.

Sorry for the delay Eric but my internet went down last night. However Tim's reply made me add another one. With say 25 homeowners now directors, can you imagine the arguing and back stabbing for the "choice' officer positions.

* More homeowners would participate in board meetings if they could add topics to the agenda discuss, and vote. More voices, more choices.
I presume you are speaking of the homeowners that can't stir themselves to attend a yearly meeting and now you expect them to attend a monthly meeting. Add more topics to the agenda, hello all day meetings as each person argues for their pet peeve.

* Elections of directors would no longer be contentious. Negative campaigning would not have any benefit. Election fraud would be a thing of the past.While it does go on, I believe you will find the majority of posts here over the years lament the dirth of people willing to serve.

* A board of directors made of all interested homeowners would be more representative of the majority of homeowners.
That is what occurs with the typical Board, the people willing to take part are for the most part the people who run and serve.

* More people could get more work done faster.
Have you ever served on a committee????? While people are often Gung Ho to volunteer it usually comes down to one or two people who actually do the work while the others pontificate about how great they (the non-workers) are doing &and how much they are achieving.

* No long term commitment to being a director. Try it, see if you like it. Not sure if you'll be living here for the next 3 years? That's OK.
While you might get your 25% to volunteer for the first two years, who are you going to get when they find out there is actual work involved and Board meetings aren't an excuse for a cocktail party?

* With more directors, it becomes harder to make insider deals that won't get exposed, and the benefits of such deals would be diluted.
What insider deals? An HOA Board isn't Congress. Of course you now open it up the multiple insider deals, whatever they are.

* Directors do not want to plan for the long term for fear of being voted out in the short term. Less of a problem when nobody gets voted off the board.
Are you serious? While you may have one or two who aren't willing to raise fees for whatever reason, you expect having more people on the Board will change that? I would expect the more people, the less they are willing to vote themselves fee increases.

Has anyone heard the old saying about there being too many cooks in the kitchen?

What size is you HOA, Eric?

I agree with all who discuss the chaos, which most certainly will prevent much from getting done. Boards make decisions on matters that affect the entire HOA. I can't imagine 25 people deliberating the landscape contract.

For more folks to have more voice, consider a strong committee structure whereby committees actually matter and the board listens to them.

We have five committees, who make important recommendations to the Board and we do listen to them. Often h'owners have one particular interest and committee service let's them develop it.

It's from these committees that we find new volunteers to the Board--on the committees they learn about the governing docs to some extent and meeting procedures (we require minutes and written reports from our committees).

But, by the way, your Board certainly can encourage 'howners t place items on the Board's monthly agendas--we do.

You mention three year terms--most Boards are two,a dn more would have an opportunity to serve if you ae able to change to 2-yet terms w/out needing to revise your CC&Rs

Adolf Hitler was ELECTED by a vast majotity irregardless of his lack of qualification.

The saying, "Too many cooks may spoil the broth, but it only takes one to burn it." is attributed to Madeleine Bingham in ‘The Bad Cook's Guide’.

It sounds to me like a twisting of quotations.

As I said, there are those darn pesky State laws that need to be complied with.


That is typical of any Association. The Board, who is working with the governing documents, sees a need to make a change. Drafts a proposed change, discusses it amongst themselves, make additional changes, perhaps seek a legal opinion on the draft, make changes based on that opinion and then brings it to the membership for a vote.

Granted Oregon Corporate Code for Nonprofit Corporations is difficult to follow, it does allow members to amend or repeal the bylaws (subject to terms within your own governing documents).


Typically it's not the responsibility of one side of an issue to fund (via mailings or publication) an opposing viewpoint. However, if a member was passionate enough about the issue, they could receive a membership list, print and mail an opposing viewpoint to the Boards actions. I know from personal experience that it does work (as this is how I gathered support that created changes within my own association).


Granted, not exactly ethical but, as mentioned several times within this forum, what is legal isn't always ethical. The Board should do what is ethical but must do what is legal.

Typically, State laws only require a secret ballot for the election of Directors. For other issues, the Board may choose to use a secret ballot or not. The way to correct this is to amend the Bylaws or State laws.

It's also typical for Boards to have the authority to determine when polls close. Sometimes this is required.

My Association has been trying to amend the governing documents for three years now. Past votes (which never reached the numbers needed) supported the amendment (99% of the votes cast were in favor) so the Board knows it's actually an issue of turnout vs. the amendment itself. Therefore, this year we will likely, to use your terminology, "prod" individual owners to participate.


Wrong. A 2/3 majority should end the conversation but it's not a guarantee that it will. Human nature being what it is, it's more likely that the talk won't end (as people like to talk).


Although Oregon law requires that meetings of the Board be open to the membership, it does not provide a provision that allows the owner to speak.

If an owner was allowed to speak at the meetings, then the open forum section of the meeting (when the owners speak) would be how the member places issues before the board.

Oregon law does provide that the membership may call a special meeting of the membership for a specific purpose (say to amend the bylaws or recall the board). This is one method that the members could use to get things done.


Good point. Of course, if I was on the committee and the Board was just dismissing my work or issues, I would either resign from the committee or gather support and get elected to the board so I could be part of the decision process.


Tasks can be delegated but responsibility can not.

Typically State laws and/or governing documents specify the minimum officers and their responsibilities. Oregon Law also specifies that unless the governing documents state otherwise that Roberts Rules of Order be used. I am not well versed on Roberts Rules but I suspect that they have some specifics on Officers as well.

I'm not saying it can't be done. I'm pointing out that a lot of research will need to be done so the governing documents can be properly amended to implement such a plan while staying in compliance with all the Laws of Oregon.


When I got elected to the Board, even though I was attending board meetings prior to my election, I discovered that being a Director was not exactly what I envisioned. For my association it's effectively a part time job.

Our votes are also usually unanimous. This is not because of a Quid pro quo arrangement but because issue is typically simple. If the issue is likely to cause a split in the membership, we try to come to a compromise so we can vote unanimously on it. This way it's more likely to cause less issues within the membership. Doesn't always work but at least we try.


True democracy (another word for majority wins) I believe has more Quid pro quo deals then a republic (representative). In my opinion, the smaller the group the more likely true democracy can be discriminative against the neighbor no-one likes.

I'm not saying a Republic is perfect and Eric has some good points. I'm just making a comment on the possible negatives (as Eric initially asked if he missed any).


Good. Working within the system is typically the best way to make changes.


My Association elects 5 directors each an every year (we only have 5). This does allow a member to express their support or outrage via their vote. However, it also has the potential of losing corporate knowledge.

Example: Lets say the Board every year has to fight with the landscape contractor to fulfill the obligations of the contract. The contract is up for renewal next year but the entire board is replaced. The new Board might not be aware of the issues with the contractor (after all, who really searches and reads past minutes of meetings to see what happened on an issue). Therefore, since the bids were about the same, they renew the contract. Something that could have been avoided if there was some corporate knowledge.

Example: Corporate knowledge knows that the swimming pool pump sticks every once in awhile and can easily be unstuck with a tap in the right place. Corporate knowledge is lost as those people were not re-elected. New board, not knowing about the simple fix, replaces the pump and adopts a special assessment to pay for it.

I know those can be extreme examples, but I'm trying to illustrate how important corporate knowledge is.

Since you have staggered terms, why not increase the number of directors so a majority of Directors is always up for re-election. Director A - 3 year term, B - 2 year term, C - 1 year term, D- 1 year term, E - 1 year term.

Year 1, You elect 5 directors (1 for 3 years, 1 for 2 years, 3 for 1 year)
Year 2, you elect 3 directors (3 for 1 year)
Year 3, you elect 4 directors (1 for 2 years and 3 for 1 year)
Year 4, you elect 4 directors (1 for 3 years and 3 for 1 year)

This way, you also provide a way for people to serve who are willing to give a year but can't commit for 3 years.


The only candidate you can be sure to agree with you is you.

Perhaps you will submit your name to serve on the board and be part of the decision process.


Both valid points.


Don't look to our government to determine how your Association should work would be a better analogy.

Sure the State corporation commission may fine for not filing the annual report on time. The IRS will certainly go after the Association for failing to file taxes. The District Attorney will prosecute if criminal laws are broken (example embezzlement). However if the Association doesn't comply with the Bylaws or a civil law, it's up to the membership to hold the Board accountable. The easiest way would be to recall the board or not reelect them to the Board. The more expensive option is to go through the court system.

This is why it's imperative that the members remain active in the development and actually take an interest in how the Association is governed. If apathy sets in (and, unfortunately it does), it becomes that much more difficult to change things when issues are discovered.

As you gathered, I personally don't agree with Eric's proposal as I believe it has too many issues. It also reminds me of (for those who recall SamJ from Nevada)Informational Voting Rights Using the Internet discussion earlier. I do appreciate this discussion as different viewpoints can provide different and possible better methods to achieve the same results - A healthy Association with an active participation from it's membership.

Eric, based on your previous thread, I know that there have been issues within your Association. I applaud your effort in trying to design a way for more members to become more involved.

If you really want results, I would suggest soliciting those members who are not involved and see if they will assign their proxy to you. This way, you might control the majority of the votes at the next election and get yourself elected to the Board. Once on the Board, you can work to make your ideas a reality.

Hope this helps,

Tim

Our HOA was so apathetic that basically the people who showed up at the election meeting and wanted one of the 9 then reduced to 5 board positions could have them. Just had to raise your hand and you got it...It was then from that pool the officer positions were to be selected. I was the only one gullible enough to run for President...LOL!

Each HOA is different. Some are extremely formal and others are just holding on by a thread doing the best they can with as little people they have. The only real rules are the ones in the CC&R's/By-laws/ACC. Other than that, how one decides to run a meeting can vary due to a variety of reasons/conditions.

All HOA members suffer from the same thing...They all want to be in charge of their own destinies but they either choose not to participate or they choose to participate too much...No one likes the position they are in regardless. It's just takes work at living together each day and meeting the end goal of the community together. Whatever that may be...

This has been an interesting subject. Personally I have never been an advocate of rule by committee as it can get way out of hand if to many people.

I think Eric is frustrated in that he does not like the way his association operates and they have chosen to ignore him. My advice to him is to get involved by running for the BOD, putting together a slate of others to run together, etc.

In one HOA it took us several years to flush out one BOD by getting others elected. In the first year we did not have enough BOD votes to stop the one problem fellow from getting elected to President once again. The next year we had enough like thinkers on the BOD to prevent the fellow from becoming President or any other officer. The 3rd year we got enough votes in the election to prevent him from even getting elected to the BOD.

It is often easier to make change within the existing sytem, then to implement a new system.

I too alos feel having MORE members with a say would be more of a problem than a solution.

Many times with our 9 person Board several members fail to stay informed or on top of issues before the Board. On some occasions bad decisions were just a few votes away unless someone with the knowledge and ability to see down the road brought the others back to their senses.

If the system is not working than work within the system to change things.
Don't now take on the challenge of changing the existing system to suit YOUR wishes.

Out of more than 100 owners only a very few have the ability to make informed, educated, thought out decisions. To now throw more people into the mix IMO after 25 years serving on our Board bad bad move.

Not a solution just another problem.

Eric, It is typical for volunteers to not comprehend that in addition to State HOA/COA laws, there are also State Corporate laws that must be complied with if they are incorporated (and most associations are incorporated). It appears that your board needs to be educated. Perhaps the next time you request the membership list you may want to point out the following section of the Oregon Statutes:

94.625 Formation of homeowners association; adoption of initial bylaws; amendment of bylaws. (1) Except as provided in subsection (2) of this section, not later than the date on which the first lot in the planned community is conveyed, the declarant shall:

(a) Organize the homeowners association as a nonprofit corporation under ORS chapter 65;

(2) If the plat contains a conveyance of any property to the homeowners association, the declarant shall organize the homeowners association as a nonprofit corporation under ORS chapter 65 before the plat is recorded.

If the Association is formed as a non-profit under chapter 65 (as required by Oregon Planned Communities Act) then ORS chapter 65 would be applicable (at least parts of it). If they still refuse to comply, another option would be to send the request to your Associations registered agent (who is typically the Associations attorney). If they still fail to provide you a copy, then the only other options are:

1) live with it
2) Recall the Board
3) get yourself elected to the board
4) consult with an attorney and seek a court order for the document.

I motion that we pay the outstanding bills, second, all in favor, all opposed so they won't be guilty of groupthink.

Direct democracy in an HOA is is a form of governing that would give every property owner the responsibility and duty to attend every business meeting. Therefore, in large communities, you'd have tremendous challenges to reaching a quorum and keeping your "board members" competently informed of HOA business matters and the pro's and con's of their pending votes. A director's duty is to ensure the health and fiscal well-being of the community and that carries a burden to do one's homework.

The representative republic form of governing evolved from direct democracy as an efficiency matter. So, it's deemed a more refined governing model for many larger bodies.

But, hey, an HOA could go to a direct voting model.....