Filling Board Vacancies - Connecticut Law

Our bylaws say that when vacancies on the Board are filled the new members complete the terms of the prior members ; Chapter 828-CIOA Section 47-245 says the earlier of the time remaining in the prior terms or until the next meeting to elect Board members.

But the amendment to Section 47-245 , circa 2010 I believe , specifically 47-245(b)(3)&(4) seems to be saying it can be either (1) the remaining terms or (2) the earlier of remaining terms or the next meeting.

In the amendment certain portions are in blue & others in red - I'm assuming one or the other is the prior wording and the other is the replacement wording ?

Do any of the Connecticut members in the audience know what the current rule is for filling vacancies.

A final question : Chapter 828, etc. look to me like regulations - can an Association's Bylaws be different or are they suppose to align with the Regs ??

thanks in advance to those who respond.

DonaldN

thanks Bruce , just what I needed to know , very thorough response !!!!

The CIOA doesn't say, but I would expect it would be the remaining term of the predecessor (per the example I gave). Otherwise, you could violate another provision of your bylaws. For example, if your bylaws requires staggered terms with some percentage expiring annually (such as one-third or one-half of the board members) then that provision might be violated if the new person were to serve a full term instead of the remainder of the term of the predecessor. Electing the person only for the remainder of the original term of the predecessor preserves the status quo that existed before the vacancy occurred.

thanks Larry and Bruce ! very good thoughtful and informed responses !

Donald,

I would hope that the legislature intended to allow associations some leeway in their bylaws as one size may fit all but it never fits anyone very well.

Our bylaws also basically state till the next election, which often is the shorter or the same length as a full term.

We too became lopsided during a fairly short period when on our Board of seven, five seats were up for election one October. Since our bylaws also require staggered terms, our HOA attorny's solution was to to have the 3 highest vote getters serve our normal two-year term, and the two who were 4th & 5th served one year.

Donald,

It doesn't matter what your bylaws say, you must follow the LAW (it's not a reg) first. Period! That is, you can appoint someone to fill a vacancy only until the EARLIER of the remainder of the term or until the next annual election. I think you are making this problem more complicated than it really is.

Then, at the next election, how long do the newly elected members serve? The answer is what ever terms you wish, SO LONG AS YOUR BYLAWS ARE NOT VIOLATED.

The best way to determine this is to do a "what if" example (Einstein used to call this approach a "thought experiment").

Example: Suppose your bylaws require that the terms of one-third of the board members must expire each year. Suppose a full board consists of five members. That means the terms of at least 2 members must expire each year. Now, suppose that the terms of 3 members expire in November 2014 and that the terms of 2 members expire in November 2015. One of the members whose term is due to expire in November 2015 resigns. The board may appoint someone to fill the vacancy, but only until November 2014 when the next annual election occurs. At that time, there will be four vacancies; the 3 vacancies that would have occurred anyway if no one resigned, and a fourth vacancy because the board could appoint someone only until that time. What happens if you fill all four vacancies for two-years terms? That means you will have 4 members whose terms expire in November 2016 and only one member whose term expires in 2015. But, your bylaws require that the terms of at least 2 members must expire each year, so you are in violation of your bylaws. In other words, you cannot fill all 4 vacancies for two-year terms. You can fill no more than 3 vacancies with two-year terms; the 4th vacancy must be filled for only a one-year term. The easiest way to do this is to have the 3 persons with the greatest number of votes receive two-year terms and the person with the 4th highest number of votes receives a one-year term.

The fact that you may not have been following your bylaws is no excuse to continue doing so. You are supposed to follow your bylaws. So, first you must follow Connecticut law. After that, you must follow your bylaws. You are trying to solve your dilemma in one step. There is no way to do that. You must solve your problem one step at a time.

I agree with Bruce that most of this is straightforward but here's where it gets murky , an example - we only had staggered terms when the association started and those terms were all renewed for 3 years - this was when there were only 3 on the Board and so the 1/3 rule was easy to comply with and maintain.

Now we have a 5 member Board but have maintained a 3 year term - so now we'll have 3 seats expiring on 6/14, 1 on 6/15, and 1 on 6/16 - I also need to mention that beginning on 6/14 we want to start abiding by the 1/3 rule - so at least temporarily 1 of the seats that expires on 6/14 will need to renew for 1 year , another for 2 years, and the last seat for either 1,2,or 3 years .

So now no matter what the number of years that last seat renews for, the 1/3 rule will fail on 6/17 if we revert back to 3 year terms beginning on 6/15.

But mathematically I wonder if we continued staggered terms for awhile would we reach a point where we could revert back to the 3 year term and still satisfy 1/3 ???

Another possibility would be to have a general election to change to a 2 year term ?? - in general we feel that a 1 year term is too short and a 3 year is bordering on too long and so 2 years might work - I think with a 2 year term the 1/3 rule can be satisfied going forward.

Again , your thoughts - mainly regards keeping a 3 year term long term ???

thanks HelenN , I agree 3 years is a long time to serve for many but I also don't think the 1/3 rule will work for a Board of 5 with fixed 3 year terms - maybe you said that but I wasn't sure .

Which number , number on the board or the term ?

Three-year staggered terms will work with a 5 member board provided your bylaws are properly worded.

Two members' terms expire one year, two members' terms expire the next year, and one member's term expires the third year. Then you start all over again. Of course, in that case you can't simultaneously require that the terms of at least 1/3 of the members expire each year because that would be inconsistent and every third year you would be in violation of your bylaws. But, when people write bylaws, they're supposed to figure all that out before they put pen to paper.

As I said before, i think you are making the problem far too complicated. I remember in college where some people would not be able to solve a problem because they would make it more complicated than it really was. Instead of solving the problem one step at a time they tried to solve the whole thing all at once and only got more confused by doing so.

thanks for your post Bruce, we do the same thing!

I believe Bruce said they have a 5 member board. 2 members are elected in even years and 3 members in odd years. As long as you remain consistent it doesn't matter whether you do then odd years or even years.

Didn't mean to confuse anyone. We have a 5 member board with each member serving 2 years, staggered in the same way Bruce described.