Number of directors

Started by BarryC1 • 9 replies • 1560 views

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BarryC1 (Texas)
Posts: 1

Posted:

I live in a community consisting of 311 lot owners/members. Currently we have 3 board directors. Recently There has been a push by some residents to create a bylaw that would expand the BOD to 5. My question is what is considered an adequate number of board directors for a community this size?

MelissaP1 (Alabama)
Posts: 13,836

Posted:

I would be careful about expanding that number. The future could be more apathy and more difficult to fill those positions. That happened to us and we had to change the number. Now is it 3 directors and 3 officer positions? That would be adequate for the size of HOA you have. It is possible to have more but the rquirement at minimum is 3. So you all may not have to change anything if it is accepted that the 3 positions are filled and have more volunteers for more.

Former HOA President

LarryB13 (Arizona)
Posts: 4,099

Posted:

Barry,

I have yet to understand why some owners want so many people on the board. Yeah, lots of voices would be great if everyone brought something to the table, but I notice that most boards have about 3 or fewer active participants and the rest just sit there silently.

The county where my HOA property is located makes do with just three elected supervisors but my association swears it cannot possibly survive without nine members on the board.

The county has a budget in the billions, about a thousand employees, plus the sheriff, maintains thousands of miles of roads, issues building permits, operates the courts, has a fleet of cars, trucks, and maintenance vehicles, and so forth. All with just three directors.

Our association has a budget of less than $200K, 300 miles of dirt roads to grade, one road grader, two trucks, and 3-5 seasonal employees. Why does this take nine directors? Of course, six of them sit on their butts and once in awhile second a motion one of the more active members made.

Three directors should be adequate for the size of your association.

CarolR11 (Colorado)
Posts: 2,563

Posted:

Hi Barry, what kind of amenities do you have? Are the homes all detached, or? Do you have a property mgr.? Onsite? Or are you part of a portfolio?

So even though I don't know the answers to those questions, I see little problem revising your bylaws to state "3 or 5 directors." But, that also depends on how difficult and expensive it might be to revise your docs.

ElaineS2 (California)
Posts: 47

Posted:

I say more input is better. With 5 director seats, a quorum would still be 3, but it would be easier to meet the quorum at each meeting. As it is now, if 2 directors are absent, the meeting is canceled. And of course, only 2 people need to agree to settle an issue. If some are pushing for more board members, then some owners don't feel well enough represented by only 2 people. Listen to them.

I've seen rogue managers try to keep boards small (and naive) in order to exercise more control over the association's purse, and so anything that makes this less likely is a good idea in my book!

Transparency and accountability are increased when an HOA encourages participation of the members, and I do not think 5 directors would prove unwieldy. When a board is cooperative and flexible, it is an asset to have many different talents and skills represented. And more hands make lighter work.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By BarryC1 on 03/01/2013 9:16 PM
I live in a community consisting of 311 lot owners/members. Currently we have 3 board directors. Recently There has been a push by some residents to create a bylaw that would expand the BOD to 5. My question is what is considered an adequate number of board directors for a community this size?

We are a community of just under 100 homes and we have a board of 5 directors. Directors serve two-year terms and the terms are staggered so that 3 directors are elected one year and 2 directors are elected in alternate years. The purpose of the staggered terms is to provide continuity from year-to-year.

There is merit in the point that the more directors, the harder it is to find people to fill all the seats.

My preference is for a board of 5, and our community established a board of 5 for the following reason:

Some actions require a simple majority whereas other actions require a 2/3 majority. With a board of 3 directors, 2 out of 3 votes is a simple majority, but 2 out of 3 votes is also a 2/3 majority. As anyone can see, there is no difference between the two and the protection afforded by the 2/3 majority provisions of parliamentary procedure and by some association documents is lost. With a board of 5, a simple majority is 3 out of 5, whereas a 2/3 majority requires 4 out 5 votes. In other words, one more member must be in agreement thereby providing the additional protection that the 2/3 majority provisions of parliamentary procedure and of some documents intended.

TimB4 (Tennessee)
Posts: 21,061

Posted:

Barry,

I live in a community of 130 lots and we have 5 seats on the board
However, the Bylaws were written so we are not required to fill all of them:

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

With this wording if apathy doesn't provide enough candidates, the Association may function with a minimum of 3 Directors.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By TimB4 on 03/02/2013 4:40 AM
Barry,

I live in a community of 130 lots and we have 5 seats on the board
However, the Bylaws were written so we are not required to fill all of them:

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

With this wording if apathy doesn't provide enough candidates, the Association may function with a minimum of 3 Directors.

113 standalone homes, little common area and no amenities. Our Bylaws say not less then 3 and no more then 7 directors.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

MelissaP1 (Alabama)
Posts: 13,836

Posted:

We have 107 homes and had the requirement of 7 upwards to 9 board members! We changed it down to 3 to 5 when I was in office. Considering that number was more than attended a meeting most months altogether.

Former HOA President

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