3 to 5 Member Board Question

Brad

Have you looked inward at your own docs? Our Bylaws say we can have a BOD of 5 to 7 members and this to be decided by the BOD itself. We do not need owner approval.

Thanks for the responses. The bylaws do allow more board members upon majority vote of the membership by secret ballot at the annual meeting. To do this correctly, there should have been a meeting for owners to vote on adding board members. Then at the annual meeting have a ballot for all 4 positions. The way we're going into this is to vote for 2, the developer adds one for a total of 3, Then a second meeting is held the same day to add 2 more which would be those having the most votes. The friction is several owners want to have a ballot with 4 openings vice 2 with the assumption that owners approve the additional 2. Just voting for 2 knowing that 4 will be appointed distorts the numbers. It's likely the outcome would be the same either way, it's just the perception of only having 2 openings with the intention of having 4.

REVISED AFTER SEEING YOUR RESPONSE:

At present, the ______________ Association have a three member board with one board seat held by the Developer. The attached resolution, if approved by X% of the membership will expand the board from three seats to five seats.

Do you want to expand the board from three seats to five seats:
YES
NO
If the number of board seats does not change, you are voting for two board members who will serve a one year term. PLEASE CHOOSE NO MORE THAN 2 CANDIDATES FROM THIS LIST)
A
B
C
D
E
F
The __________________________ Association could increase the board size from three seats to five. If we go to a five member board, you are voting for four board members who will serve a one year term. PLEASE CHOOSE NO MORE THAN 4 CANDIDATES FROM THIS LIST.
A
B
C
D
E
F
STANDARD INVALIDATION LANGUAGE FOR CHOOSING TOO MANY.

In your resolution, I would recommend adding something that says that the two board members with the highest votes will serve for a two year term instead of the entire board turning over every year.

OOPS...our docs say 3 to 7.

For whatever it is worth, our By-Laws read:

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.

Section 2. Term of Office. Each director shall be elected to serve a term of three (3) years. The terms of the directors shall be staggered such that the terms of no more than three (3) directors shall expire in any given year. Directors shall hold office for the term for which he or she was elected and until his or her successors are elected and qualified or until his or her early resignation, death, or removal. No director shall serve more than two (2) consecutive three (3) year terms.