What on Earth?

My esteemed posters,
Could someone please help me understand what this means in my Bylaws?

"The Architectural Review Committee shall consist of three members drawn from the Association membership. They shall be appointed by the Board for one year terms and shall serve until their successors are elected and qualified. Their appointments will be ratified by 50% affirmative vote plus one (1) of the members present at the next special meeting or annual meeting following their appointment."

1)Are they appointed by the Board AND elected? What if the membership chooses not to elect whom the Board has appointed? This could go on and on, yeah?

2) Since terms run 1 year from January to January, and the ARC is always selected at the annual meeting, what does this mean that their appointments won't be ratified until the NEXT annual meeting, following their appointment?

Our history shows members of the ARC volunteering and being elected at each annual meeting, no ballots, just a show of hands. There has never been an issue since the developer pulled out fourteen years ago. However, last year, when the Agenda was received in the mail, all three ARC members contacted the Board and said they would like to continue. But at the meeting, when we went to vote on their appointment, another member said he wanted to be on the committee. I said that he needed to have come to the Board sooner to let us know he was interested in serving, and these three members have already committed. I said he could volunteer next year. So, the three were voted in at the meeting, no one actually understanding what that Bylaw was saying either!

So, "next" year is here. Again these three have committed (they are great -- three engineers who know how to read blueprints, drawings and diagrams), and neither this fellow nor anyone else expressed an interest in serving on the committee. Do I reach out to him?

Here's the kicker, if I reach out to him, it is guaranteed that the other three will resign. In fact, it's highly likely no one will want to serve with him. He happens to be the main troublemaker in the 'hood. Do we risk losing a solid ARC, if the Board can, indeed, "appoint" for ratification the ARC?

Thanks so much.

I agree this By-law language is a bit tortured. It sounds to me that it was contemplated that the BOD would have the appointments locked and loaded and stipulated on the meeting agenda distributed beforehand. Then the three are formally appointed and ratified (by the 50% + 1 vote). Deal done for another year.

As to the political issue, yeah the other fellow could be told that he needed to let the BOD know of his interest ahead of time, so that the BOD can vote among themselves (in a BOD meeting) as to who they are appointing for the upcoming year. However, I do think it would be more proper to 'notice' members (maybe thru Newsletter, web site, or whatever) that the BOD will begin considering folks for the ARC role a month or two before that BOD meeting.

As to the upcoming appointments, I'd let sleeping dogs lie.

Dorothy,

If your members cannot wait for the next annual meeting, under the quoted bylaw you can have a special meeting to ratify the appointments.

I am not sure if it is proper under this bylaw to elect members directly to the ARC; it is the job of the BOD to appoint and members to ratify.

How difficult is it to change the bylaw to something more workable?

It doesn't make any distinction because there is none.
The Board may appoint someone to the Committee at anytime.
The membership will ratify said appointment at the next annual meeting (be it 1 week or 12 months away) or, if desired, at a special meeting called specifically for that purpose.

Okay, okay, I do get that, but if the BOD can appoint anyone at anytime, including at the annual meeting, tell me why have to wait until the NEXT annual meeting to ratify who was just appointed at this meeting. Please, forgive my obtuseness, really, I know I am missing something here!

Larry, it probably wouldn't be so hard to amend this Bylaw to mean what we have been doing anyway -- ratifying at the annual meeting the ARC the Board has appointed. I can't imagine it being construed as changing the "intent" of the Bylaw, but since I STILL DON"T UNDERSTAND WHAT THIS INTENT IS!!!!, maybe it would be hard!

Aaaccckkkk! I don't want to have to call a Special Meeting!!! I want to

yes

I agree with Tim. In the future if or when you amend your governing documents just remove the last sentence of this section to make it more clear. For majority of associations the ACC is appointed by the BOD.