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StaceyP (Utah)
Posts: 15
Posted:
This is from our Governing Documents and I need some clarification:

ARTICLE IV
BOARD OF TRUSTEES: SELECTION AND TERM OF OFFICE
Section 4.1 Number. The affairs of the Association shall be managed by a Board of Trustees consisting of not less then three (3) individuals and not more than nine (9) individuals, the majority of whom need to be members of the Association provided, however, that for the period that the Declarant holds Class B membership (the "Declarant's Control Period") the Board of Trustees may consist of one (1) individual appointed by the Declarant who need not be a member,

SO, my question is: how many board members must there be?

Here is why I'm asking (such a complicated and petty situation!): We had 3 board members, all three voted on by the homeowners to run the Association. They in turn "appointed" two advisers to help out with input and decisions and had a full vote just like the board members.

Because of recent issues, the HOA president resigned via email, effective immediately. One of the advisers (Adv A) emailed back and asked the president to reconsider and to come to the next board meeting to hash it out. The other adviser (Adv B) ignored the email as did one board member(#1). The last board member (#2) contacted the president urging them not resign and to send an email asking to rescind the resignation. The president rescinded their resignation 4 hours after the initial email went out. The Community manager said that the president COULD rescind the resignation. The President and Board member #2 then (as the majority of elected board members) voted to remove Adv B from their advisory duties (that person was causing issues).
When the email went out to everyone about Adv B removal, Adv A promptly resigned too.

Two days later, Board Member #1 finally protested the rescinding of the resignation and said that they would not accept it. Since #1 and #2 were all that were left of the board,they hashed out an agreement. They invited Adv A to come back on the board and serve out the remaining 3 months of the President's term (they were up for reelection in Oct at the annual meeting). Adv A NEVER rescinded her resignation.

I am wondering, since the Adviser was never ELECTED to the position by the homeowners, can the "board" govern with two ELECTED and one appointed? is the Adviser allowed or does it need to be 3 ELECTED officials who can then appoint someone else to the board?

RogerB (Colorado)
Posts: 5,067
Posted:
Stacey,
Your Bylaws may state that when a Board member resigns the remaining Board members may appoint a person (or a member) to fill that position. I would venture to guess that the remaining two Board members could elect (appoint) Adv A to the Board. Also, it is possible the President could rescind their resignation (if the Bylaws require aceptance by the Board). Your question can probably be answered by an unbiased reading of your Bylaws.
TimB4 (Tennessee)
Posts: 21,059
Posted:
Quote:
Posted By StaceyP on 07/18/2013 2:53 PM
This is from our Governing Documents and I need some clarification:

ARTICLE IV
BOARD OF TRUSTEES: SELECTION AND TERM OF OFFICE
Section 4.1 Number. The affairs of the Association shall be managed by a Board of Trustees consisting of not less then three (3) individuals and not more than nine (9) individuals, the majority of whom need to be members of the Association provided, however, that for the period that the Declarant holds Class B membership (the "Declarant's Control Period") the Board of Trustees may consist of one (1) individual appointed by the Declarant who need not be a member,

SO, my question is: how many board members must there be?

Per that language you must have a minimum of three Directors (trustees). However, if more individuals are willing to serve, you may have additional Directors up to a maximum of nine.

As long as there are a minimum of three directors the other seats may remain vacant.
StaceyP (Utah)
Posts: 15
Posted:
But does three directors mean three voted to their positions by the homeowners or is it ok to have two VOTED in members and one appointed?
TimB4 (Tennessee)
Posts: 21,059
Posted:
Quote:
Posted By StaceyP on 07/18/2013 4:37 PM
But does three directors mean three voted to their positions by the homeowners or is it ok to have two VOTED in members and one appointed?

Directors may be elected or appointed. This is outlined in Washington Corporate Code.

When vacancies on the Board occur, per RCW 24.03.105, the remaining Board members would vote to appoint individuals to fill those vacancies.

TimB4 (Tennessee)
Posts: 21,059
Posted:
OOPS, you are from Utah.

The applicable corporate code for Utah is: Utah Revised Nonprofit Corporation Act

The specific section is: 16-6a-810.

The rest of the advice is still good. When a vacancy occurs, the Board may appoint individuals to fill those vacancies.

Sorry for initially citing statutes for the wrong State.

Tim

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