Amending Bylaws before Election

Started by GaryW11 • 6 replies • 1459 views

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GaryW11 (New York)
Posts: 19

Posted:

I am on a board that the initial term was 1,2, and 3 years for the three members that were elected. I just learned now, a couple weeks prior to the election, that the board could have amended this the whole time. We thought it was a resident majority only, but we had misread the bylaws. If we knew this when elected we would have modified it to 3 years for all three board members so there was a consistent board the first three years. This year we may add 2 more board members but can we still modify the term of the current members or should that have been done at the start of our term? I have another year so it doesn't affect me, but I might propose this to our board if it's legitimate to amend the bylaws now.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Gary,

The reason for staggered terms is to try and preserve corporate knowledge. Without staggered terms, the Association risks losing all corporate knowledge if all Board members are replaced at once.

The proper way to do what you desire to do is to create 2 new positions with a term of 3 years. This would have thee positions at the three year mark. You could then always run for one of those seats or simply run to be reelected to the same seat you are currently serving.

GaryW11 (New York)
Posts: 19

Posted:

If we add two positions this year with a 2 year term and amend our initial term so the current board member that only had 1 year moves to 2 years that would mean next year we have 2 position open and the following year 3. That would make sense for a 5 member board right? Otherwise we add 2 this year and elect one and next year we only have 1 open and the following year 4. That seems less likely to "preserve corporate knowledge." What do you think Tim?

TimB4 (Tennessee)
Posts: 21,059

Posted:

I would not amend your initial terms.

In fact, it's best to have something like:

Director A - 3 years
Director B - 2 Years
Director C - 1 year
Director D - 2 years added 2016
Director E - 2 years added 2017

year - Director up for election

2015 - A, B, C (initial election)
2016 - C, D
2017 - B, C, E
2018 - A, C, D
2019 - B, C, E
2020 - C, D,

This way, at no point in time are there more than 3 individuals being elected.

If you change all of you to three years, this can result in a loss of corporate knowledge every 3 to 4 years and overwhelm those who may be left behind to train those who have stepped up to serve.:

Director A - 3 years
Director B - 3 Years
Director C - 3 years
Director D - 1 years added 2016
Director E - 2 years added 2016

year - Director up for election

2015 - A, B, C (initial election)
2016 - D, E
2017 - D
2018 - A, B, C, D, E
2019 - D
2020 - D, E

Why you simply do not want to run for reelection, I can only guess at.

If you change the Bylaws and change the terms you are currently serving, the perception may be that all of you are power hungry and are afraid that you will lose if you tried to become re-elected. None of that may be true but that could be the perception of the members.

GaryW11 (New York)
Posts: 19

Posted:

Our initial term only allowed one year for one board member. He is up for reelection and the other board member is attempting to replace him and add a couple friends to he new positions to basically take over the board. The member up for reelection has done an outstanding job. The problem is since our board is only been run by residents for such a short time we get a really poor turn out for elections. I estimate over half of the votes were received via absentee or proxy and were solicited by the candidates. If we would have been properly educated at the start we would have amended to 2,2,3 and then added two more this year which would keep us from replacing the entire board at anytime.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Sounds like time to start going door to door and solicit proxies (if allowed) or campaign.

GlenL (Ohio)
Posts: 5,491

Posted:

Gary let me get this straight, you want to change the Bylaws (i.e. subvert them) for the sole reason of protecting a fellow Board member's position? Not only is it a bad idea, it is an incredibly bad idea, if the positions were reversed and the "bad" Board member was suggesting this to protect his friend and ally, you would be asking how to stop it.

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