3,5,7 Board Members in the

ChimeneO (Arizona)
Posts: 22

Posted:

We currently have 5 HOA Board members.
In our last meeting a question was asked to the current Board if we could have 7 members on the board. The President stated that "if we had 7 it would be harder to get votes via email from the Board members" ( because all are Snowbirds except for her.)
Our CC&R's state that the board can have between 3 and no more than 7 members and must always be an odd number.
I know of 4 members of the community that want to run for the board in March. (2 of which are not Snowbirds) Our annual meeting is in March and that's when we usually elect new members.

So my questions are,
What is the best way to go about getting the President, plus 4 Board members and association to accept that 7 members are allowed on the board?
When is the best time to take action? (at our next open forum meeting in Feb. or at the Annual in March?
Do we need to put anything in writing before hand, like a notice to the Management company? Or do we bring it up at a meeting?

Also is it common for Board members to make themselves scarce within the community?
Our Board members do not make themselves available via phone, email or even presence at a community function. (I realize that perhaps they don't want to be bombarded with questions but I think that the community recognizes that. Some Homeowners don't even know who the members of the board are. I'm just curious thats all.

Your answers are always appreciated :-)

Thank you very much

RogerB (Colorado)
Posts: 5,067

Posted:

ChimeneO, The best time to take action is to make a motion at the next Board meeting (February). Make sure this is an agenda item by notifying the person creating the agenda (President or Management Company). The motion could be "to increase the number of Board members to 7 as allowed by the Bylaws." This will require establishing the term of the opening of expiring Board members term and the increased Board positions; and the process of defining the respective terms of office of each of these two categories.

SheliaH (Indiana)
Posts: 6,964

Posted:

Since your CCRS say there can be between 3 and 7 board members (as long as it's an odd number), there's nothing to stop the four homeowners from running for a spot and that should be pointed out during the annual meeting. In fact, if all the board members are up at the same time, what's to stop you and the other homeowners from voting out the incumbents????

You should also check the CCRs to see what it says about Board nominations and go on from there - you might want to bring the issue up at the February meeting's open forum and perhaps ask that the issue be added to the agenda at the annual meeting so this issue can be addressed once and for all.

There's nothing wrong with snowbirds, but there should be an ample number of board members who are local to help keep an eye on things - this would be a good time to point that out, as well as your concerns about not having a way to contact board members with questions. If they don't want to be bombarded with questions and to ensure continuity in responding, the board could establish one email for all homeowners to use. Email messages could be discussed at subsequent board meetings and added to the minutes so they're preserved for inspection by homeowners, as desired.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

KerryL1 (California)
Posts: 14,550

Posted:

I like Roger's advice. Make sure you cite the bylaw number and include the passage in the board packet.

You, at the same meeting if the Board agrees to seven, need to establish/vote on the length of the term if not in your bylaws. This is also important if your bylaws require staggered terms.

You are allowed to meet by telephone/conference call, it actually is statistically somewhat easier to get a quorum of 4 on a board of 7 than a quorum of 3 on a board of 5. (No! I did not fire this out by myself!).

It would seem that two non-snowbirds would be good on your board.

In my HOA, we seven directors do not publish our phone#s, email addys, etc. We, though, have full-time onsite PM and Asst. mgr. So, if you are self managed or only have a very part-time PM, it probably is different.

What size is your HOA? That matters too.

LarryB13 (Arizona)
Posts: 4,099

Posted:

Chimene,

When the owners took over my association they immediately expanded the board from 3-5 to 7-9 and have operated with nine members ever since. This was a horrendous mistake as a majority of the board members bring nothing to the table except a warm body. One of those nine has been on the board since day one and literally his only contribution ever is to say, "I'll second that." The smaller Arizona counties have just three elected supervisors and I see no reason why any association should need a larger board than that. I cannot imagine how having seven members on a board will solve any problems.

I am also bothered by the President's statement, "if we had 7 it would be harder to get votes via email from the Board members." It is a blatant violation of the state's open meeting laws for the board to vote on anything by email except for emergencies. The meetings must be open with a posted agenda, any discussion must take place at an open meeting, and all votes must be taken at an open meeting. The fact that some of your board members do not care to live here year-round does not change that requirement. Board members do have the authority to participate in open meetings by telephone, so their physical presence is not required.

KerryL1 (California)
Posts: 14,550

Posted:

Sorry, Chimene, cite your CC&R article number. Do make sure there's nothing in your bylaws about this topic.

Larry makes a good point about 7 members. But what size is your HOA? Do you have a PM?

ChimeneO (Arizona)
Posts: 22

Posted:

Thank you Roger, it seems I misquoted, I should have said our Bylaws state 3,5 or no more than 7 members. Our Bylaws also state a staggering term for each member based on the number of votes they each receive.

Does the same still apply about bringing it up at the next meeting? I do fear that they will not address this issue and let time pass till its too late.

ChimeneO (Arizona)
Posts: 22

Posted:

Thank you Larry,
The only reason we are looking to increase board members is because a lot of us feel that we are being kept in the dark. Our board minutes do not state anything of knowledge except, "reviewed and discussed" on each topic item on the agenda. There is no way of knowing what is going on with that kind of information in the minutes.

I started 2 websites, one on a free public site and the other on a "closed" Facebook site. I have spent a huge amount of time trying to reach other owners via Facebook, mail and by phone so that we can all come together as a community. ( I go out of my way at the pool or any other function I put on to introduce every owner to the next.) I will be sure to mention the States open meeting laws at the next board meeting. I was not aware of that.
And just to confirm... when the board meets it must be public? Not behind closed doors???

Thank you again :-)

ChimeneO (Arizona)
Posts: 22

Posted:

Our HOA consist of 258 units, about 100 of those are rented out by the developer some others are rented by the owners as investment property and about the remaining 60-70 of us are snowbirds/onsite owners.
Our PMC is not on site :-( they are located 45 minutes away. Those of us who are present at the meetings are never here at the same time due to work schedules and life. We usually have about 20 people at the meetings but that's not to say most of those are 2 person owners.

LarryB13 (Arizona)
Posts: 4,099

Posted:

The Arizona statutes relating to condos and planned communities are located in Title 33 and available online at:
http://www.azleg.gov/ArizonaRevisedStatutes.asp?Title=33

Statutes for condos begin at 33-1201 and for planned communities at 33-1801.

The specific statutes for open meetings for each type of development is 33-1248 for condos and 33-1804 for planned communities.

CyrstalB (Maryland)
Posts: 457

Posted:

If you feel you are being kept in the dark, why do you feel that having seven directors will change that?

If you feel the minutes are not informative enough can you attend the board meetings yourself?

Do you feel that if there's seven you have more chances of being brought to the light>

ChimeneO (Arizona)
Posts: 22

Posted:

I plus others would like to be on the board

Yes I do attend them and also put out my own unofficial minutes (altho I am not the secretary) I am a snowbird so making all of them is sometimes not an option.

Yes possibly?

CyrstalB (Maryland)
Posts: 457

Posted:

But how do you see having 7 directors as a way for better transparency? It would be prudent for you to answer that question for yourself before you ask it of your HOA.

You said you have some minutes that you put out, are you saying that you pass out your own version of meeting minutes? How does your board feel about that?

BillH10 (Texas)
Posts: 1,217

Posted:

ChimeneO, in what areas do you feel you and others are being kept in the dark? If that is your issue, have you communicated with the President regarding that feeling? Have you asked that the meeting minutes be expanded, a President's letter be sent quarterly, or a similar form of communication be used.

I sense an underlying issue or issues. Do you perhaps feel the Board is communicating outside the meetings, that discussions are held, messages exchanged, and decisions are foregone conclusions by the time the board meeting is held?

In summary, do you really need an expansion of the number of members on the board or are you seeking a greater level of communication between the board and the members of the association?

ChimeneO (Arizona)
Posts: 22

Posted:

Hi Bill and thank you,

Yes I would say there is a underlying issue, the only answer is the feeling of beating our heads up against the wall. I know it's easy to say "well why didn't you run for the board?..." That's what I'm trying to do now, would be the answer. But I have a feeling we will be blocked with the President's statement I posted earlier not wanting to raise the number of board members.

I like your idea of "expansion of the minutes" and perhaps a Presidents letter be sent quarterly. I will also mention that at the next meeting. I will also add that our President does not have a thick skin, it's like we have to tippy toe around subjects.
To ask for a greater level of communication, well we will see but it's been this way for 3 years now and I'm not having any hope for further change :-(

ChimeneO (Arizona)
Posts: 22

Posted:

Hi Crystal,
The Board has not said anything to me about my "Unofficial minutes" so I don't know how they feel about that. All I know is with most of us being part time snowbirds we often miss meetings and when it comes to the minutes we can't tell what was said as majority of the topics say "reviewed and discussed"
The reason I want to raise the number of board members is so that I (and others) can run for the board.

KerryL1 (California)
Posts: 14,550

Posted:

Minutes should state motions and votes. Don't they, Chimene?

Larry will know the answer to this: Isn't the Board required in AZ to make arrangements so that you can hear them and they can hear you telephonically doing open meetings?

Are any directors up for reelection? You say that your bylaws require staggered terms, which should mean that at last two directors should be up for reelection in March. Right?

LarryB13 (Arizona)
Posts: 4,099

Posted:

Quote:

Posted By KerryL1 on 01/23/2015 10:27 AM

Isn't the Board required in AZ to make arrangements so that you can hear them and they can hear you telephonically during open meetings?

The statutes require:

"A quorum of the board of directors may meet by means of a telephone conference if a speakerphone is available in the meeting room that allows board members and association members to hear all parties who are speaking during the meeting." ARS 33-1804 (D)(3)

CyrstalB (Maryland)
Posts: 457

Posted:

If you want to run for the board and you feel the only way to get on it is to expand the board, you should find another, more beneficially way of just why it should be expanded.

If you came knocking on my door and said that, I would laugh in your face. But if you gave me a reason as to why it should be maxed out, and it benefits me or any HOA member, I will at least listen to you.

If you can't get elected, ask yourself why that is and do what you can to change it so that you can be elected next year.

ChimeneO (Arizona)
Posts: 22

Posted:

Thank you for your honesty Crystal, as I am just looking for suggestions on what can be done to help our community.

In your opinion if it was presented to the board that "I'd like to make a motion that there should be more full time living residents on the board " Would that be suitable? (Yes we have full time residents that want to run on the board in March.)

I have lots of owners asking me to run for the board because I have done so much for the community, and thought that because our bylaws state 3,5, or 7 that it would not be a problem to bump it up to 7 come March. I didn't think we had to make a motion I thought that because we have the numbers wanting to run that they could just be added come our annual meeting and voting of course. It was the Presidents response that made me think she has the final say on weather to increase or not.

I hope that made since...

JanetB2 (Colorado)
Posts: 4,219

Posted:

Someone asked earlier and I did not yet see an answer as to how many units you have in your HOA? In some small HOA's there have been issues with too many chiefs serving a small community. Apathy becomes sometimes a bigger issue when you have too large of a BOD in smaller HOA's as it is harder to find large numbers of individuals willing to volunteer after those who have served awhile need a break. Unless you have more than 100 units you potentially do not want more than maybe 5 member BOD. Keep on mind you will be increasing quorum ... If apathy becomes an issue then having a quorum can become an issue. If members feel they are being kept in the dark ... Then best option would be to replace the BOD with those who you feel would better serve membership vs possibly adding more to the problem.

CyrstalB (Maryland)
Posts: 457

Posted:

Quote:

Posted By ChimeneO on 01/25/2015 9:05 AM
Thank you for your honesty Crystal, as I am just looking for suggestions on what can be done to help our community.

In your opinion if it was presented to the board that "I'd like to make a motion that there should be more full time living residents on the board " Would that be suitable? (Yes we have full time residents that want to run on the board in March.)

I have lots of owners asking me to run for the board because I have done so much for the community, and thought that because our bylaws state 3,5, or 7 that it would not be a problem to bump it up to 7 come March. I didn't think we had to make a motion I thought that because we have the numbers wanting to run that they could just be added come our annual meeting and voting of course. It was the Presidents response that made me think she has the final say on weather to increase or not.

I hope that made since...

My first thought on your motion is to check on what your docs state is the minimum requirement for someone serving on the board. It makes sense to me that full time residents would be best, and if you think your board is not up to par because of it, then you should recall those members.

My second thought is why you don't just go ahead and run for the seat, instead of trying to expand the size of your board. As others have stated and asked, a larger board may not be best for your HOA.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By ChimeneO on 01/25/2015 9:05 AM
Thank you for your honesty Crystal, as I am just looking for suggestions on what can be done to help our community.

In your opinion if it was presented to the board that "I'd like to make a motion that there should be more full time living residents on the board " Would that be suitable? (Yes we have full time residents that want to run on the board in March.)

I have lots of owners asking me to run for the board because I have done so much for the community, and thought that because our bylaws state 3,5, or 7 that it would not be a problem to bump it up to 7 come March. I didn't think we had to make a motion I thought that because we have the numbers wanting to run that they could just be added come our annual meeting and voting of course. It was the Presidents response that made me think she has the final say on weather to increase or not.

I hope that made since...

Chi

Our docs say a BOD of 3 to 7 members. The docs also say this number is up to the BOD to decide. We could propose an amendment that said other but it would have to be an amendment, not just some owners saying it should be 7 so we can maybe get on.

I believe in your case with so many units owned by the developer, you actual owners probably will never have much authority, especially the snowbird ones.

I have heard of docs that said a BOD Member must be and owner and a resident but the problem with this is would require and amendment and again, you will be at the mercy (voting power) of the developer having enough votes to control.

CyrstalB (Maryland)
Posts: 457

Posted:

Quote:

Posted By JohnC46 on 01/26/2015 4:05 AM

Posted By ChimeneO on 01/25/2015 9:05 AM
Thank you for your honesty Crystal, as I am just looking for suggestions on what can be done to help our community.

In your opinion if it was presented to the board that "I'd like to make a motion that there should be more full time living residents on the board " Would that be suitable? (Yes we have full time residents that want to run on the board in March.)

I have lots of owners asking me to run for the board because I have done so much for the community, and thought that because our bylaws state 3,5, or 7 that it would not be a problem to bump it up to 7 come March. I didn't think we had to make a motion I thought that because we have the numbers wanting to run that they could just be added come our annual meeting and voting of course. It was the Presidents response that made me think she has the final say on weather to increase or not.

I hope that made since...

Chi

Our docs say a BOD of 3 to 7 members. The docs also say this number is up to the BOD to decide. We could propose an amendment that said other but it would have to be an amendment, not just some owners saying it should be 7 so we can maybe get on.

I believe in your case with so many units owned by the developer, you actual owners probably will never have much authority, especially the snowbird ones.

I have heard of docs that said a BOD Member must be and owner and a resident but the problem with this is would require and amendment and again, you will be at the mercy (voting power) of the developer having enough votes to control.

John, just to be clear are you stating that although your docs state 3-7, and you have 3 now, you would need an actual amendment to add others up to the 7?

KerryL1 (California)
Posts: 14,550

Posted:

Chimene, Unless your bylaws say i's OK, a motion can't be made to require directors to reside on the premises. You would need to change your bylaws.

The Board can vote to increase the number of directors to 7 because your bylaws permit it. What you need to figure out is how to encourage the board to do that.

Anyone (doesn't include me) who knows how to do stat analyses will tell you, it's slightly easier reaching a quorum of 4 or 7 than 3 of 5. In addition,
new blood" should provide new ideas.

How many seats are available on the Board at the upcoming annual meeting & election, Chimene?? With staggered terms required by your bylaws, there should be at least two empty seat. or are you just a Board of there??

You say that H/Os are "in the dark." Don't board meeting minutes record motions and votes ? (repeat question.)

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By CyrstalB on 01/26/2015 4:37 AM

Posted By JohnC46 on 01/26/2015 4:05 AM

Posted By ChimeneO on 01/25/2015 9:05 AM
Thank you for your honesty Crystal, as I am just looking for suggestions on what can be done to help our community.

In your opinion if it was presented to the board that "I'd like to make a motion that there should be more full time living residents on the board " Would that be suitable? (Yes we have full time residents that want to run on the board in March.)

I have lots of owners asking me to run for the board because I have done so much for the community, and thought that because our bylaws state 3,5, or 7 that it would not be a problem to bump it up to 7 come March. I didn't think we had to make a motion I thought that because we have the numbers wanting to run that they could just be added come our annual meeting and voting of course. It was the Presidents response that made me think she has the final say on weather to increase or not.

I hope that made since...

Chi

Our docs say a BOD of 3 to 7 members. The docs also say this number is up to the BOD to decide. We could propose an amendment that said other but it would have to be an amendment, not just some owners saying it should be 7 so we can maybe get on.

I believe in your case with so many units owned by the developer, you actual owners probably will never have much authority, especially the snowbird ones.

I have heard of docs that said a BOD Member must be and owner and a resident but the problem with this is would require and amendment and again, you will be at the mercy (voting power) of the developer having enough votes to control.

John, just to be clear are you stating that although your docs state 3-7, and you have 3 now, you would need an actual amendment to add others up to the 7?

Crystal

Our BOD can by itself set the BOD at any amount from 3 to 7 as per our Covenants. To do otherwise (say less then 3 or more then 8) would take an amendment thus approval by the owners.

We have 6 BOD Members. We recently (01/01) transitioned from Declarant to owners and the Declarant was the 7th member. We(the present BOD) are announcing that as of our Annual Meeting (04/28) the size of the BOD will be set at 5. This will fly with the present BOD as 2 of the 6 (myself included) want off. Also this will be the first time the owners got to vote for the BOD Members. Prior to this they were appointed by the Declarant.

Hope I made this clear.

WalterM3 (Georgia)
Posts: 442

Posted:

What do ya'll think about this:

In the motion below, the Board at my HOA refers to the -Covenants- when they mean the -Bylaws-. THAT says a lot. But they -by motion- reduced the Board from 7 to 5 members. This violates a clear provision of the Bylaws:

"The affairs of the Association shall be governed by a Board of Directors consist of not Less than five (5) and no more than nine (9) members."

This motion was not published to the residents at large.

BOARD COMPOSITION
A discussion was held concerning reducing the size of the next Board from
seven (7) to five (5) members. It was pointed out that most boards representing a
community the size of CB tend to be 5 member boards. It was also pointed out that
larger boards find it difficult to get everyone to meetings making the Board some-
what unwieldy. Sunny pointed out that instead of having additional board members
committees could be established to address issues as needed. This discussion
led to a rereading of the CB covenants which state that the CB Board must be
comprised of between 5 – 9 members. Walt insisted that if nine residents

want to be on the Board (and get sufficient votes) then they have to be seated.
Randy Wilbur pointed out that the covenants DO NOT state this assertion. In fact,
the covenants do not specifically state who determines the actual number of
board members. Randy further pointed out that a prudent interpretation of the CB
covenants would lead one to the decision that a current sitting Board would set
the number of Board members. Therefore, Randy Wilbur moved and Meta Jackson
seconded a motion to reduce the size of the 2014-2015 CB Board to 5 members. A
vote was taken with five (5) YES votes and one (1) NO vote. The motion was
carried.

Here is the whole section of the Bylaws:

ARTICLE IV
Board of Directors

A. Composition and Selection.

Section I. Composition. The affairs of the Association shall be governed by a Board of Directors consist of not Less than five (5) and no more than nine (9) members. All directors shall be Owners of Lots or spouses of such Owners; provided, however, that no Owner and his or her spouse may serve on the Board at the same time. Any Director who ceases to be an Owner or a spouse of an Owner shall not be eligible to serve as a Director. Notwithstanding the above, the term "Owner" shall be deemed to include, without limitation, any shareholder, Director, officer, partner in, or trustee of any Person which is, either alone or in conjunction with any other Person or Persons, a Owner. However, any individual who would not be eligible to serve as a member of the Board of Directors were he not a shareholder, Director, officer or trustee of such Person, shall be deemed to have disqualified himself or herself from continuing in office if he or she ceases to have any such affiliation with that Person. No decrease in the authorized number of Directors shall shorten the term of an incumbent Director."

Do you think the Board can by motion reduce the number of Board members when the Bylaws clearly say 9 may serve?

Walt

NpS (Pennsylvania)
Posts: 4,216

Posted:

Quote:

Posted By WalterM3 on 01/28/2015 12:47 PM

What do ya'll think about this:

In the motion below, the Board at my HOA refers to the -Covenants- when they mean the -Bylaws-. THAT says a lot. But they -by motion- reduced the Board from 7 to 5 members. This violates a clear provision of the Bylaws:

"The affairs of the Association shall be governed by a Board of Directors consist of not Less than five (5) and no more than nine (9) members."

This motion was not published to the residents at large.

BOARD COMPOSITION
A discussion was held concerning reducing the size of the next Board from
seven (7) to five (5) members. It was pointed out that most boards representing a
community the size of CB tend to be 5 member boards. It was also pointed out that
larger boards find it difficult to get everyone to meetings making the Board some-
what unwieldy. Sunny pointed out that instead of having additional board members
committees could be established to address issues as needed. This discussion
led to a rereading of the CB covenants which state that the CB Board must be
comprised of between 5 – 9 members. Walt insisted that if nine residents

want to be on the Board (and get sufficient votes) then they have to be seated.
Randy Wilbur pointed out that the covenants DO NOT state this assertion. In fact,
the covenants do not specifically state who determines the actual number of
board members. Randy further pointed out that a prudent interpretation of the CB
covenants would lead one to the decision that a current sitting Board would set
the number of Board members. Therefore, Randy Wilbur moved and Meta Jackson
seconded a motion to reduce the size of the 2014-2015 CB Board to 5 members. A
vote was taken with five (5) YES votes and one (1) NO vote. The motion was
carried.

Here is the whole section of the Bylaws:

ARTICLE IV
Board of Directors

A. Composition and Selection.

Section I. Composition. The affairs of the Association shall be governed by a Board of Directors consist of not Less than five (5) and no more than nine (9) members. All directors shall be Owners of Lots or spouses of such Owners; provided, however, that no Owner and his or her spouse may serve on the Board at the same time. Any Director who ceases to be an Owner or a spouse of an Owner shall not be eligible to serve as a Director. Notwithstanding the above, the term "Owner" shall be deemed to include, without limitation, any shareholder, Director, officer, partner in, or trustee of any Person which is, either alone or in conjunction with any other Person or Persons, a Owner. However, any individual who would not be eligible to serve as a member of the Board of Directors were he not a shareholder, Director, officer or trustee of such Person, shall be deemed to have disqualified himself or herself from continuing in office if he or she ceases to have any such affiliation with that Person. No decrease in the authorized number of Directors shall shorten the term of an incumbent Director."

Do you think the Board can by motion reduce the number of Board members when the Bylaws clearly say 9 may serve?

Walt

Yes, I think they can reduce the number without member approval. The only requirement they must satisfy is choosing a number that is not below 4 or above 10. They chose 5 which is in the allowable range.

Sikubali jukumu. Read all posts at your own risk.

NpS (Pennsylvania)
Posts: 4,216

Posted:

DO OVER:

Quote:

Posted By NpS on 01/28/2015 2:20 PM

Posted By WalterM3 on 01/28/2015 12:47 PM

What do ya'll think about this:

In the motion below, the Board at my HOA refers to the -Covenants- when they mean the -Bylaws-. THAT says a lot. But they -by motion- reduced the Board from 7 to 5 members. This violates a clear provision of the Bylaws:

"The affairs of the Association shall be governed by a Board of Directors consist of not Less than five (5) and no more than nine (9) members."

This motion was not published to the residents at large.

BOARD COMPOSITION
A discussion was held concerning reducing the size of the next Board from
seven (7) to five (5) members. It was pointed out that most boards representing a
community the size of CB tend to be 5 member boards. It was also pointed out that
larger boards find it difficult to get everyone to meetings making the Board some-
what unwieldy. Sunny pointed out that instead of having additional board members
committees could be established to address issues as needed. This discussion
led to a rereading of the CB covenants which state that the CB Board must be
comprised of between 5 – 9 members. Walt insisted that if nine residents

want to be on the Board (and get sufficient votes) then they have to be seated.
Randy Wilbur pointed out that the covenants DO NOT state this assertion. In fact,
the covenants do not specifically state who determines the actual number of
board members. Randy further pointed out that a prudent interpretation of the CB
covenants would lead one to the decision that a current sitting Board would set
the number of Board members. Therefore, Randy Wilbur moved and Meta Jackson
seconded a motion to reduce the size of the 2014-2015 CB Board to 5 members. A
vote was taken with five (5) YES votes and one (1) NO vote. The motion was
carried.

Here is the whole section of the Bylaws:

ARTICLE IV
Board of Directors

A. Composition and Selection.

Section I. Composition. The affairs of the Association shall be governed by a Board of Directors consist of not Less than five (5) and no more than nine (9) members. All directors shall be Owners of Lots or spouses of such Owners; provided, however, that no Owner and his or her spouse may serve on the Board at the same time. Any Director who ceases to be an Owner or a spouse of an Owner shall not be eligible to serve as a Director. Notwithstanding the above, the term "Owner" shall be deemed to include, without limitation, any shareholder, Director, officer, partner in, or trustee of any Person which is, either alone or in conjunction with any other Person or Persons, a Owner. However, any individual who would not be eligible to serve as a member of the Board of Directors were he not a shareholder, Director, officer or trustee of such Person, shall be deemed to have disqualified himself or herself from continuing in office if he or she ceases to have any such affiliation with that Person. No decrease in the authorized number of Directors shall shorten the term of an incumbent Director."

Do you think the Board can by motion reduce the number of Board members when the Bylaws clearly say 9 may serve?

Walt

Yes, I think they can reduce the number without member approval. The only requirement they must satisfy is choosing a number that is not below 5 or above 9. They chose 5 which is in the allowable range.

Sikubali jukumu. Read all posts at your own risk.

KerryL1 (California)
Posts: 14,550

Posted:

I agree with NpS that the Board alone can reduce the numbers of directors to five per your bylaws. If nine only were required, the bylaws would not state a range.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

We recently had the turnover of our association, 01/01/2015. We had a Declarant appointed BOD (myself included) that became our BOD at that time and will be until our Annual Meeting in April at which we will hold a BOD election. How did we become the BOD? Well the legal opinion was as there were no exact turnover docs/rules, we should do what would be considered fair if challenged.

One thing we are now discussing is our BOD size. Our Bylaws say no less then 3, no more then 7. Our Bylaws do not reference who makes this decision. The same lawyer above that said be fair in your decision and await any challenge. We think 3 would work as we have a good management company but to be fair, we are going with 5.

Many arguments come about by interpretation as to when not clearly defined such as who actually/specifically decides the BOD size. In this case then just be fair.

To the OP if 5 to 9 and unclear how many, then make it 7. At least that is fair.

NpS (Pennsylvania)
Posts: 4,216

Posted:

Quote:

Posted By JohnC46 on 01/28/2015 5:01 PM
We recently had the turnover of our association, 01/01/2015. We had a Declarant appointed BOD (myself included) that became our BOD at that time and will be until our Annual Meeting in April at which we will hold a BOD election. How did we become the BOD? Well the legal opinion was as there were no exact turnover docs/rules, we should do what would be considered fair if challenged.

One thing we are now discussing is our BOD size. Our Bylaws say no less then 3, no more then 7. Our Bylaws do not reference who makes this decision. The same lawyer above that said be fair in your decision and await any challenge. We think 3 would work as we have a good management company but to be fair, we are going with 5.

Many arguments come about by interpretation as to when not clearly defined such as who actually/specifically decides the BOD size. In this case then just be fair.

To the OP if 5 to 9 and unclear how many, then make it 7. At least that is fair.

The 1st question is - who decides? IMO, it's the board, not the HOs. Also IMO, if the docs and the statutes are silent, then the responsibility falls on the board to decide.

The 2nd question is - is "fair" the right measure? I don't think so. Every HOA is unique. Every board should figure it out for themselves. If they start with 5 and decide that isn't enough - they can go to 7. As long as they stay within range, they are being as "fair" as they need to be.

If the HOs want more, they can always follow the process for amending the docs.

Just my opinion tho.

Sikubali jukumu. Read all posts at your own risk.

WalterM3 (Georgia)
Posts: 442

Posted:

Quote:

Posted By KerryL1 on 01/28/2015 3:40 PM
I agree with NpS that the Board alone can reduce the numbers of directors to five per your bylaws. If nine only were required, the bylaws would not state a range.

I don't think those of you who favor a sitting Board reducing by Motion the upper limit on Board members are thinking it through.

Let's say that you have a five person Board arrived at by whatever means. This Board is abusive, authoritarian, oligarchic, and wastes many thousands of dollars of the HOA's money. Four HOA members decide to run for the board to fill out the nine slots, band with a sympathetic current Board member and thereby take voting control of the HOA's affairs with a five vote block. They make no secret of this. Most of the HOA members are glad that someone is willing to step forward and deal with this issue.

But before the next annual meeting, three of the current members pass a Motion to restrict total Board members to five. That fixed that problem. They just won't allow people who disagree with them to run at all.

I think that is why the upper limit is set at nine. It helps make such an outcome at least somewhat more difficult.

Walt

WalterM3 (Georgia)
Posts: 442

Posted:

Quote:

Posted By NpS on 01/28/2015 5:52 PM

Posted By JohnC46 on 01/28/2015 5:01 PM
We recently had the turnover of our association, 01/01/2015. We had a Declarant appointed BOD (myself included) that became our BOD at that time and will be until our Annual Meeting in April at which we will hold a BOD election. How did we become the BOD? Well the legal opinion was as there were no exact turnover docs/rules, we should do what would be considered fair if challenged.

One thing we are now discussing is our BOD size. Our Bylaws say no less then 3, no more then 7. Our Bylaws do not reference who makes this decision. The same lawyer above that said be fair in your decision and await any challenge. We think 3 would work as we have a good management company but to be fair, we are going with 5.

Many arguments come about by interpretation as to when not clearly defined such as who actually/specifically decides the BOD size. In this case then just be fair.

To the OP if 5 to 9 and unclear how many, then make it 7. At least that is fair.

The 1st question is - who decides? IMO, it's the board, not the HOs. Also IMO, if the docs and the statutes are silent, then the responsibility falls on the board to decide.

The 2nd question is - is "fair" the right measure? I don't think so. Every HOA is unique. Every board should figure it out for themselves. If they start with 5 and decide that isn't enough - they can go to 7. As long as they stay within range, they are being as "fair" as they need to be.

If the HOs want more, they can always follow the process for amending the docs.

Just my opinion tho.

Fortunately our docs are not silent. They clearly state that up to nine members may serve on the Board.

Walt

NpS (Pennsylvania)
Posts: 4,216

Posted:

Quote:

Posted By WalterM3 on 01/28/2015 6:04 PM

Posted By NpS on 01/28/2015 5:52 PM

Posted By JohnC46 on 01/28/2015 5:01 PM
We recently had the turnover of our association, 01/01/2015. We had a Declarant appointed BOD (myself included) that became our BOD at that time and will be until our Annual Meeting in April at which we will hold a BOD election. How did we become the BOD? Well the legal opinion was as there were no exact turnover docs/rules, we should do what would be considered fair if challenged.

One thing we are now discussing is our BOD size. Our Bylaws say no less then 3, no more then 7. Our Bylaws do not reference who makes this decision. The same lawyer above that said be fair in your decision and await any challenge. We think 3 would work as we have a good management company but to be fair, we are going with 5.

Many arguments come about by interpretation as to when not clearly defined such as who actually/specifically decides the BOD size. In this case then just be fair.

To the OP if 5 to 9 and unclear how many, then make it 7. At least that is fair.

The 1st question is - who decides? IMO, it's the board, not the HOs. Also IMO, if the docs and the statutes are silent, then the responsibility falls on the board to decide.

The 2nd question is - is "fair" the right measure? I don't think so. Every HOA is unique. Every board should figure it out for themselves. If they start with 5 and decide that isn't enough - they can go to 7. As long as they stay within range, they are being as "fair" as they need to be.

If the HOs want more, they can always follow the process for amending the docs.

Just my opinion tho.

Fortunately our docs are not silent. They clearly state that up to nine members may serve on the Board.

Walt

I beg to differ Walter - your docs do not say there MUST be 9 - they say there MAY be up to 9. Your docs say there MUST be at least 5 and no more than 9. As long as the board stays within that range, your docs ARE silent because they do not say that there MUST be 9.

And then there is the practical side - If there is a 7 person board - and 2 homeowners demand that the board MUST be expanded to 9 because there MAY be 9 and they want to be seated, who decides that conflict. The board or the homeowners? - What a mess.

Sikubali jukumu. Read all posts at your own risk.

NpS (Pennsylvania)
Posts: 4,216

Posted:

Quote:

Posted By WalterM3 on 01/28/2015 6:02 PM
Let's say that you have a five person Board arrived at by whatever means. This Board is abusive, authoritarian, oligarchic, and wastes many thousands of dollars of the HOA's money. Four HOA members decide to run for the board to fill out the nine slots, band with a sympathetic current Board member and thereby take voting control of the HOA's affairs with a five vote block. They make no secret of this. Most of the HOA members are glad that someone is willing to step forward and deal with this issue.

But before the next annual meeting, three of the current members pass a Motion to restrict total Board members to five. That fixed that problem. They just won't allow people who disagree with them to run at all.

Here's another scenario. 5 member board. 1 good guy. 4 bad guys. Terms are staggered. So 2 get elected this year and 3 get elected next year. 4 new people are willing to run for the board.

In this year's election, 2 existing bad guys members and 4 new people will be on the ballot. If the current board members truly are bad guys and the HOs recognize it, the bad guys won't be elected. After the election, your board will consist of 1 good guy, 2 bad guys, and 2 newly elected good guys.

Good guys on the board have 3 out of 5 votes. And the other 2 bad guys will be up for election next year.

You can change this scenario, but even in a worst case, the good guys will be in control of the board by the second year (long before you would win any fight over expanding the board to 9).

As many many people have said on this forum, get control of the board first - then get your changes implemented. It is the essence of our democratic process.

Sikubali jukumu. Read all posts at your own risk.

BonnieG1 (Nebraska)
Posts: 1,186

Posted:

Quote:

Posted By ChimeneO on 01/21/2015 2:02 PM
Thank you Larry,
The only reason we are looking to increase board members is because a lot of us feel that we are being kept in the dark. Our board minutes do not state anything of knowledge except, "reviewed and discussed" on each topic item on the agenda. There is no way of knowing what is going on with that kind of information in the minutes.

I started 2 websites, one on a free public site and the other on a "closed" Facebook site. I have spent a huge amount of time trying to reach other owners via Facebook, mail and by phone so that we can all come together as a community. ( I go out of my way at the pool or any other function I put on to introduce every owner to the next.) I will be sure to mention the States open meeting laws at the next board meeting. I was not aware of that.
And just to confirm... when the board meets it must be public? Not behind closed doors???

Thank you again :-)

It is my understanding that unless a vote was taken the best way to write the minutes is simple to say "reviewed and discussed.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By NpS on 01/28/2015 5:52 PM

Posted By JohnC46 on 01/28/2015 5:01 PM
We recently had the turnover of our association, 01/01/2015. We had a Declarant appointed BOD (myself included) that became our BOD at that time and will be until our Annual Meeting in April at which we will hold a BOD election. How did we become the BOD? Well the legal opinion was as there were no exact turnover docs/rules, we should do what would be considered fair if challenged.

One thing we are now discussing is our BOD size. Our Bylaws say no less then 3, no more then 7. Our Bylaws do not reference who makes this decision. The same lawyer above that said be fair in your decision and await any challenge. We think 3 would work as we have a good management company but to be fair, we are going with 5.

Many arguments come about by interpretation as to when not clearly defined such as who actually/specifically decides the BOD size. In this case then just be fair.

To the OP if 5 to 9 and unclear how many, then make it 7. At least that is fair.

The 1st question is - who decides? IMO, it's the board, not the HOs. Also IMO, if the docs and the statutes are silent, then the responsibility falls on the board to decide.

The 2nd question is - is "fair" the right measure? I don't think so. Every HOA is unique. Every board should figure it out for themselves. If they start with 5 and decide that isn't enough - they can go to 7. As long as they stay within range, they are being as "fair" as they need to be.

If the HOs want more, they can always follow the process for amending the docs.

Just my opinion tho.

Q1 We believed it is the BOD that decides as the docs are silent. As the Declarant was using an attorney to do the transition the BOD got a free (Declarant personally paid) one hour sit down with the attorney so that was one question asked especially as one BODer is new to this whole arena and is scared to make decisions. He can also be our problem child but I can lead him but another issue.

Q2 I agree each BOD should be able to figure out what is best for them. We did and the answer was 5 and it is what we did. The same "scared" person asked the lawyer the question.

I am from the school of: Lead or follow but get the F out of the way. That said, do not be so quick to down play fairness. If more BOD's looked at what is fair, there would be much less trouble in HOA land.

One reason one OP wants more people on the BOD is not because they are needed but she? sees it as an end run around the present BOD. Some controlling BOD's also see less on the BOD as an end run around owners.

An aside. What I expect to happen at our Annual Meeting is we will not even need an election as I expect no more then 5 will run. I myself would prefer not to run and I would only run to protect myself from fools. I know 3-4 of our present BOD Members will run and as I trust them, I am for them being declared (no need for an election) the BOD and let them fill any vacancies.

NpS (Pennsylvania)
Posts: 4,216

Posted:

Quote:

Posted By JohnC46 on 01/28/2015 7:49 PM
I am from the school of: Lead or follow but get the F out of the way. That said, do not be so quick to down play fairness. If more BOD's looked at what is fair, there would be much less trouble in HOA land.

One reason one OP wants more people on the BOD is not because they are needed but she? sees it as an end run around the present BOD. Some controlling BOD's also see less on the BOD as an end run around owners.

An aside. What I expect to happen at our Annual Meeting is we will not even need an election as I expect no more then 5 will run. I myself would prefer not to run and I would only run to protect myself from fools. I know 3-4 of our present BOD Members will run and as I trust them, I am for them being declared (no need for an election) the BOD and let them fill any vacancies.

Gosh. We're from the same school - what year?

My comment about fairness was not a general statement - it was only about choosing the number of board seats. I think most boards are like yours - they settle in on a number - and keep that number for a long time - because they figure out how to make that number work. Not an issue of fairness to the HOA membership IMO.

I would get concerned if an established board went from 5 to 3 or from 5 to 7. That tells me something's up - someone is trying to make a move - and I would be uncomfortable unless the explanation for the change had some down-to-earth practical justification.

And I think your situation is like many others in that it's hard to get people to run. Sure, when the coup is taking place, you may be able to muster 4 new candidates. But after the coup is over, how do you get enough candidates to throw their hats in the ring?

BTW, I thing 5 is generally a good number because you cover the traditional 4 officer positions and have a spare.

Sikubali jukumu. Read all posts at your own risk.

WalterM3 (Georgia)
Posts: 442

Posted:

Quote:

Posted By NpS on 01/28/2015 6:27 PM

Posted By WalterM3 on 01/28/2015 6:04 PM

Posted By NpS on 01/28/2015 5:52 PM

Posted By JohnC46 on 01/28/2015 5:01 PM
We recently had the turnover of our association, 01/01/2015. We had a Declarant appointed BOD (myself included) that became our BOD at that time and will be until our Annual Meeting in April at which we will hold a BOD election. How did we become the BOD? Well the legal opinion was as there were no exact turnover docs/rules, we should do what would be considered fair if challenged.

One thing we are now discussing is our BOD size. Our Bylaws say no less then 3, no more then 7. Our Bylaws do not reference who makes this decision. The same lawyer above that said be fair in your decision and await any challenge. We think 3 would work as we have a good management company but to be fair, we are going with 5.

Many arguments come about by interpretation as to when not clearly defined such as who actually/specifically decides the BOD size. In this case then just be fair.

To the OP if 5 to 9 and unclear how many, then make it 7. At least that is fair.

The 1st question is - who decides? IMO, it's the board, not the HOs. Also IMO, if the docs and the statutes are silent, then the responsibility falls on the board to decide.

The 2nd question is - is "fair" the right measure? I don't think so. Every HOA is unique. Every board should figure it out for themselves. If they start with 5 and decide that isn't enough - they can go to 7. As long as they stay within range, they are being as "fair" as they need to be.

If the HOs want more, they can always follow the process for amending the docs.

Just my opinion tho.

Fortunately our docs are not silent. They clearly state that up to nine members may serve on the Board.

Walt

I beg to differ Walter - your docs do not say there MUST be 9 - they say there MAY be up to 9. Your docs say there MUST be at least 5 and no more than 9. As long as the board stays within that range, your docs ARE silent because they do not say that there MUST be 9.

And then there is the practical side - If there is a 7 person board - and 2 homeowners demand that the board MUST be expanded to 9 because there MAY be 9 and they want to be seated, who decides that conflict. The board or the homeowners? - What a mess.

The home owners should make it plain to the Board that they won't have their prerogatives infringed. As we know, most people don't want to get involved. If they have an opinion they won't act on it.

Yes, it says up to nine. You somehow would deny this plain language.

Under your scenario the docs should say, "there will be 5 Board members, no more and no less."

But it doesn't; it says "up to nine." Any Board motion that -does-not-allow-for-that- is in violation of a clear provision of the Bylaws.

You are saying that a clique of three people may control the affairs of the whole community. Now obviously even with nine members, a block of five members could control the Board. But that might be more difficult and more fleeting than with three. I don't see how anyone can honestly deny my position; if the Board is allowed to reduce the Board to five members by Motion, you have to wonder if it was done just to -keep- people from voting for people that the Board doesn't like.

Allowing the Board to shut people out is anti-democratic; That this ludicrous idea finds any support
shows to me that our society is more atrophied than I ever imagined.

Winston Churchill said Americans were a pugnacious lot. Now we are pusillanimous.

Walt

NpS (Pennsylvania)
Posts: 4,216

Posted:

Quote:

Posted By WalterM3 on 01/29/2015 1:22 AM
The home owners should make it plain to the Board that they won't have their prerogatives infringed. As we know, most people don't want to get involved. If they have an opinion they won't act on it.

Yes, it says up to nine. You somehow would deny this plain language.

Under your scenario the docs should say, "there will be 5 Board members, no more and no less."

But it doesn't; it says "up to nine." Any Board motion that -does-not-allow-for-that- is in violation of a clear provision of the Bylaws.

You are saying that a clique of three people may control the affairs of the whole community. Now obviously even with nine members, a block of five members could control the Board. But that might be more difficult and more fleeting than with three. I don't see how anyone can honestly deny my position; if the Board is allowed to reduce the Board to five members by Motion, you have to wonder if it was done just to -keep- people from voting for people that the Board doesn't like.

Allowing the Board to shut people out is anti-democratic; That this ludicrous idea finds any support
shows to me that our society is more atrophied than I ever imagined.

Winston Churchill said Americans were a pugnacious lot. Now we are pusillanimous.

Thanks for the new word Walt. Never saw it before.

What I find surprising in this thread is I have no idea how many units are involved. It could be 50. It could be 2500. There is no discussion about why 5 or 9 would be a good number based on the objectives and size of the community. Only that it should be always be an available vehicle to wrest control from a disliked board.

But other than claim the right to have 9, you have said nothing that addresses the pragmatic realities. How does this floating number actually work? Do you let everyone who wants to run for the board get a seat as long as no more than 9 want seats? And if only 8 are interested, they all get to sit on the board and there doesn't even have to be an election. If the entire community knows that one person is a jackass, do 10 people have to run to keep him from getting a seat?

Not sure what your situation is, but we hold our meetings in individual HOs homes. When we have guests, it can get tight. If we had to accommodate 4 more, don't think people would want to host meetings any more. That's just one issue, but there are many other size related issues that should be considered - like whether the meetings will get longer with so many active (or deadhead) voices.

None of this seems to matter to you.

Franklin Roosevelt, a contemporary of Churchill, tried to pack the US Supreme Court with 6 more justices because he didn't like the way they were making decisions about the constitutionality of his programs. Here's the only pres who was so popular that he served 3 terms - but as it turned out - no matter how good his programs may have been for the country at the time - he didn't have the authority to add 6 more justices just because he didn't like what they were doing.

Sikubali jukumu. Read all posts at your own risk.

WalterM3 (Georgia)
Posts: 442

Posted:

Quote:

Posted By NpS on 01/29/2015 4:09 AM

Posted By WalterM3 on 01/29/2015 1:22 AM
The home owners should make it plain to the Board that they won't have their prerogatives infringed. As we know, most people don't want to get involved. If they have an opinion they won't act on it.

Yes, it says up to nine. You somehow would deny this plain language.

Under your scenario the docs should say, "there will be 5 Board members, no more and no less."

But it doesn't; it says "up to nine." Any Board motion that -does-not-allow-for-that- is in violation of a clear provision of the Bylaws.

You are saying that a clique of three people may control the affairs of the whole community. Now obviously even with nine members, a block of five members could control the Board. But that might be more difficult and more fleeting than with three. I don't see how anyone can honestly deny my position; if the Board is allowed to reduce the Board to five members by Motion, you have to wonder if it was done just to -keep- people from voting for people that the Board doesn't like.

Allowing the Board to shut people out is anti-democratic; That this ludicrous idea finds any support
shows to me that our society is more atrophied than I ever imagined.

Winston Churchill said Americans were a pugnacious lot. Now we are pusillanimous.

Thanks for the new word Walt. Never saw it before.

What I find surprising in this thread is I have no idea how many units are involved. It could be 50. It could be 2500. There is no discussion about why 5 or 9 would be a good number based on the objectives and size of the community. Only that it should be always be an available vehicle to wrest control from a disliked board.

But other than claim the right to have 9, you have said nothing that addresses the pragmatic realities. How does this floating number actually work? Do you let everyone who wants to run for the board get a seat as long as no more than 9 want seats? And if only 8 are interested, they all get to sit on the board and there doesn't even have to be an election. If the entire community knows that one person is a jackass, do 10 people have to run to keep him from getting a seat?

Not sure what your situation is, but we hold our meetings in individual HOs homes. When we have guests, it can get tight. If we had to accommodate 4 more, don't think people would want to host meetings any more. That's just one issue, but there are many other size related issues that should be considered - like whether the meetings will get longer with so many active (or deadhead) voices.

None of this seems to matter to you.

Franklin Roosevelt, a contemporary of Churchill, tried to pack the US Supreme Court with 6 more justices because he didn't like the way they were making decisions about the constitutionality of his programs. Here's the only pres who was so popular that he served 3 terms - but as it turned out - no matter how good his programs may have been for the country at the time - he didn't have the authority to add 6 more justices just because he didn't like what they were doing.

So you don't have an answer, just a dodge.

My HOA has 240 units.

Walt

NpS (Pennsylvania)
Posts: 4,216

Posted:

Quote:

Posted By WalterM3 on 01/29/2015 4:42 AM
So you don't have an answer, just a dodge.

Yes, a dodge durango . How did you know?

But seriously, you have sidestepped my questions about the realities of how your HOA or any HOA might deal with a floating number of board members. Do you drive a dodge challenger?

Quote:

Posted By WalterM3 on 01/29/2015 4:42 AM
My HOA has 240 units.

Ah, the first inkling of how much size matters for your ongoing needs. Now if you could share a bit about the amenities in your HOA, I am sure that others who actually live in a similar situation might comment on an appropriate size board when there isn't an attempted coup in progress.

Sikubali jukumu. Read all posts at your own risk.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By NpS on 01/29/2015 5:25 AM

But seriously, you have sidestepped my questions about the realities of how your HOA or any HOA might deal with a floating number of board members. Do you drive a dodge challenger?

NP,

Our Association has a floating number of Directors (minimum of 3 maximum of 5).
We try to fill all 5 positions every year. However, if we don't get 5 candidates, we don't bother to fill the empty seats (providing that we have at least 3). Regardless of how many actual Directors we have seated, we consider a quorum to be 3.

NpS (Pennsylvania)
Posts: 4,216

Posted:

Quote:

Posted By TimB4 on 01/29/2015 6:24 AM
Our Association has a floating number of Directors (minimum of 3 maximum of 5).
We try to fill all 5 positions every year. However, if we don't get 5 candidates, we don't bother to fill the empty seats (providing that we have at least 3). Regardless of how many actual Directors we have seated, we consider a quorum to be 3.

We have something similar Tim. 5 seats. Minimum of 3 votes to pass any measure. For various, reasons people drop off, and we may have to run with 4. Have never been down to 3 in my experience - but could function with only Pres, Treasurer, and Secretary. One concern would be no backup. Another would be separation of responsibility and potential collusion.

In practical terms, I would say that you and I both have the equivalent of a 5 person board no matter how many seats are actually filled and how many vacancies we have. The 3 person quorum is fixed - And to me, that's not floating.

In Walter's case, he wants to raise the quorum from 3 to 5 by increasing the seats from 5 to 9. Then I suppose it would drop back down to 3 again when things get back to normal - until the next upheaval. Personally, I don't like messing with quorum numbers to satisfy temporary unrest that will be unsustainable over time. As you and I have agreed in the past, stability builds trust. The fixed 3 person quorum provides such stability not just for the community, but also for the board members.

Sikubali jukumu. Read all posts at your own risk.

KerryL1 (California)
Posts: 14,550

Posted:

The Board, Walter, can decide whether to increase its numbers up to nine. There is no requirement that the Board MUST comprise nine directors.

We're 211 res. units & 2 commercial units spits into five businesses. We are twin towers which means two sets of everything, elevator mechanisms, cooling towers, hot water tanks, pressurizations etc., etc. We have a pool, sap, gym, billiards room. We have three reserves accounts. We have three operating budgets. Owners also are seeded per our sq. ft. variance.

We have vendors provide us with 5 custodians and 6 access control officers who sit in our kiosk at our vehicle gate, do "roves," and monitor 26 cameras. We have 2 engineers and a full-time onsite asst. & gen. mgr.

Our bylaws say we can have a board of 3, 5 or 7. We nagged a previous inept and arrogant board to push the Board from 5 -7 as the first step in our coup. That Board constantly complained they "had too much to do," which was true due to an incompetent PM. the two they chose, were, of course, "their" people.

But two of us were elected shortly thereafter. And, as NpS predicts, we good guys achieved a quorum in one year. This is the road you should follow, Walt.

Now, we have a fine board and MC, our defect lawsuit was settled a couple of years ago. No need for 7 directors. Ironically, though, our bylaws state that once a board is increased to seven, if it wants fewer directors, it must go to three!! Our HOA counsel even wrote an opinion about this as we no longer need seven directors!! We'll have to wait till we rewrite our bylaws.

So seven might be needed if it's and especially large or highly complex HOA. Otherwise, I don't think so. But also as NpS has written on this thread and elsewhere, we seem to have one empty suit every year an generally a couple of others who only care about their pet projects--so it's not really an issue. Our PM, though, certainly would like to see five.

.

KerryL1 (California)
Posts: 14,550

Posted:

The Board, Walter, can decide whether to increase its numbers up to nine. There is no requirement that the Board MUST comprise nine directors.

We're 211 res. units & 2 commercial units spits into five businesses. We are twin towers which means two sets of everything, elevator mechanisms, cooling towers, hot water tanks, pressurization fans, etc., etc. We have a pool, spa, gym, billiards room. We have three reserves accounts. We have three operating budgets. Owners also are assessed based our sq. ft. variance. Our large MC serves major chunks of CA and their chief accountant says ours is their most complicated account in the financial sense..

We have vendors who provide us with 5 custodians and 6 access control officers who sit in our kiosk at our vehicle gate, do "roves," and monitor 26 cameras. We have 2 engineers and a full-time onsite asst. & gen. mgr.

Our bylaws say we can have a board of 3, 5 or 7. We nagged a previous inept and arrogant board to increase the Board from 5 -7 as the first step in our coup. That Board constantly complained they "had too much to do," which was true due to an incompetent PM. The two they chose, were, of course, "their" people.

But two of us were elected shortly thereafter. And, as NpS predicts, we good guys achieved a quorum in one year. This is the road you should follow, Walt.

Now, we have a fine board and MC, our defect lawsuit was settled a couple of years ago. No need for 7 directors. Ironically, though, our bylaws state that once a board is increased to seven, if it wants fewer directors, it must go to three!! Our HOA counsel even wrote an opinion about this as we no longer need seven directors!! We'll have to wait till we rewrite our bylaws.

So seven might be needed if it's an especially large or highly complex HOA. Otherwise, I don't think so. But also as NpS has written on this thread and elsewhere, we seem to have one empty suit every year and generally a couple of others who only care about their pet projects--so it's not really an issue. Our PM, though, certainly would like to see five.

.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By NpS on 01/29/2015 6:46 AM

In practical terms, I would say that you and I both have the equivalent of a 5 person board no matter how many seats are actually filled and how many vacancies we have. The 3 person quorum is fixed - And to me, that's not floating.

I would disagree. Our governing documents specify a minimum of 3 and maximum of 5.
If we were required to have 5, then we would be required to fill the vacancy.
However, by having the floating number, we are only required to fill vacancies if they go below 3.

NpS (Pennsylvania)
Posts: 4,216

Posted:

Quote:

Posted By TimB4 on 01/29/2015 3:47 PM

Posted By NpS on 01/29/2015 6:46 AM

In practical terms, I would say that you and I both have the equivalent of a 5 person board no matter how many seats are actually filled and how many vacancies we have. The 3 person quorum is fixed - And to me, that's not floating.

I would disagree. Our governing documents specify a minimum of 3 and maximum of 5.
If we were required to have 5, then we would be required to fill the vacancy.
However, by having the floating number, we are only required to fill vacancies if they go below 3.

I see what you're saying Tim.

Sikubali jukumu. Read all posts at your own risk.