Staggered Terms?

By virtue of a Special Meeting of members our Association (Florida non-profit) had its first election since 2006 in June of this year. All 5 seats were filled.

Our documents specify 3 year terms and some people are calling for an election at the upcoming AGM in December because they have had legal advice that the election in June was simply to replace holdover directors and that there is a 3 year cycle based on the 2006 election (I'm not sure if it's relevant but this was the first election after formation in 2005 and this was also at a Special Meeting in I think July).

We don't have anything in our Governing Documents to suggest there are staggered terms and I've seen an Arbitration Case where this 3 year cycle has been enforced (http://www.myfloridalicense.com/dbpr/lsc/arbitration/allorders/2010022497.pdf) but this was based on the fact that FS 617.0806 applies when staggered terms are in operation, with the tribunal concluding "Holdover directors are not automatically appointed to the remaining portion of the term, they only serve a portion of the term until a replacement can be elected."

Not all 5 seats were in existence in 2006, 2 more were added in 2010. Does this mean we do have staggered terms with two of the seats having a different cycle?

If so, we have a problem because the directors elected in June do not know which seats they occupy.

FS 617.0809 states "Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors, but only for a term of office continuing until the next election of directors by the members"

For the two seats we don't know the occupants of, would this mean the cycle is based on 2010? Or does it mean that the election in June started a new cycle and those 2 seats need not be voted on until 2018? Or something else?

Can anybody help?

Thanks Larry,

There is serious apathy among homeowners and in the past no real encouragement from the BOD to try and educate homeowners and get them involved. There was no quorum until there was an issue last year which resulted in discontent with the BOD and a petition for a Special Meeting.

Our HOA documents are poorly drafted and there is actually no mention of election by members.

For member meetings the BOD have an option to reduce the quorum from 30% to 15% with a second meeting but never took the option and was never put under any pressure to do so.

In 2011 there was discontent about something, possibly landscaping, and there was an attempt by one homeowner to generate interest in an election. The AGM meeting agenda included an election but the BOD took legal advice when it looked like one might actually take place and then claimed the next election was 2012. Whether there was a quorum at the 2011 AGM was disputed but taken no further. Whether that advice was correct is in my mind a matter of dispute. I must admit the concept of fixed cycles isn't something I have found in either statute or the HOA Documents. Just that there is a term of 3 years.

In 2012 there was no election on the agenda of the AGM.

There have been changes over the years but always by appointment. I think the addition of 2 new seats was an attempt to get more people involved but the fact that the option to never reduce the percentage to 15% suggests to me they didn't want homeowners to choose the board members or didn't think it was worthwhile trying.

I must admit I never took much interest until last year.

AGM = Annual General Membership

VA statutes refer to it as"meeting of members" or "annual meeting" as well.

Our Governing documents refer to as a general membership meeting (to differentiate between Board or Committee meetings)

I run into this type of thing too. Sometimes I just have to educate other board members about the proper terminology. One reason I decided to run for the board again after many years off is that the board was referring to the CCRs as "bylaws" and didn't realize they didn't even have a copy of the real by-laws.