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AlexM1 (Oklahoma)
Posts: 287
Posted:
Who decides if we should have a seven member HOA board... or a 3 member board? We are to have an uneven number board.. 3,5,7 or 9 but if we have 5 now could we go to seven? Who decides that and at what point do we decide that. Our elections are in June. would like to keep it at 5 but if this one person insists on staying on and does get "some" votes, can he insist that we go to a seven person board just so he can remain on the board?
MarkM31 (Washington)
Posts: 556
Posted:
Quote:
Posted By AlexM1 on 03/28/2015 7:11 AM
Who decides if we should have a seven member HOA board...?

Me
TimB4 (Tennessee)
Posts: 21,059
Posted:
Alex,

Our Association has a variable number of seats. The language in our documents specify the seats are a minimum of 3 and a maximum of 5. Our Board tries to seat 5 every election. However, if the number is less than that, as long as we have 3, we can do business. Currently we are running with a 4 person board.

The language in your governing documents (typically the Articles of Incorporation and the Bylaws) would address your situation. If they are open for interpretation, then the Board's interpretation is the one that is followed unless challenged through the courts. Then a ruling from the court would be the one to follow.

If you care to share, what is the exact language in your governing documents?
LarryB13 (Arizona)
Posts: 4,099
Posted:
Quote:
Posted By AlexM1 on 03/28/2015 7:11 AM
Who decides if we should have a seven member HOA board... or a 3 member board? We are to have an uneven number board.. 3,5,7 or 9 but if we have 5 now could we go to seven? Who decides that and at what point do we decide that. Our elections are in June. would like to keep it at 5 but if this one person insists on staying on and does get "some" votes, can he insist that we go to a seven person board just so he can remain on the board?

Your bylaws, articles of incorporation, or declaration should fix the number of directors or at least give a range such as 3-to-5. Changing the actual number of directors should require amending whichever document specifies the number. The fact that someone gets some votes should not control the number of seats on the board and a director making that argument ought to be taken out to the woods and put out of his (and your) misery.

The worst mistake my board ever made was to expand the number of directors from five to nine. This occurred immediately after the developer turned control over to the owners. The first five directors found themselves totally unprepared for the challenges of running an HOA but rather than admit incompetence they just expanded the board to include four more worthless members. Once that number is increased it is not likely to ever go down again. In reality, we normally have three people who get things done and six who bring no leadership to the table.

KerryL1 (California)
Posts: 14,550
Posted:
So, Alex, does one of your governing docs state specifically that your Board may have 3 or 5 or 7 or 9 directors? Can you give us the exact wording and document name?

If the doc, let's say your bylaws, gives that range, in my (non-lgal) opinion, your board would decide with a vote whether to stay at five or increase the number. I feel certain the lone director does not get to decide unless there's some wording in your docs that say the Board consists of however many candidates receive votes so that the Board does not exceed 9 members. Or something equally whacky. Which I doubt.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Our Covenants state the BOD will consist or no less then 3 nor more then 7. We say the BOD decides and we have decided that 5 are plenty but in the upcoming elections if we have only 3 or 4 running then they will be the BOD.
NpS (Pennsylvania)
Posts: 4,216
Posted:
Quote:
Posted By JohnC46 on 03/28/2015 12:48 PM
Our Covenants state the BOD will consist or no less then 3 nor more then 7. We say the BOD decides and we have decided that 5 are plenty but in the upcoming elections if we have only 3 or 4 running then they will be the BOD.

Agree with John. We also say the BOD decides.

Sikubali jukumu. Read all posts at your own risk.

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