How many board vacancies are there?

Started by LauraT • 6 replies • 1636 views

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LauraT (Florida)
Posts: 15

Posted:

If the documents say a min of 3 and a maximum of 9 in Florida. If the board has typically consisted of 5 mainly due to lack of interest, how many vacancies are there for the next election? In florida it says that if the candidates <= vacancies no election is necessary are the vacancies 3, 5 or up to 9?

LarryB13 (Arizona)
Posts: 4,099

Posted:

Laura,

I find it hard to believe that your association has allowed this problem to fester. Somewhere along the line there should have been a bylaw or board resolution setting a specific the number of directors.

If I was a member of your association and four of your current five members voted in favor of something I could challenge that decision because four is not a majority of nine. Without a definite number of directors every act of the board may be open to challenge.

My own association was originally intended to have three to five directors. When the owners took over five were elected to the board. Being too stupid to know what to do but not willing to admit it, they added four more directors in the hopes that one of them would have a clue. They did not so we have plodded along for twelve years with a nine-member board made up of mostly retired blue-collar workers - "blue collar" meaning people who lacked the training and experience to run a corporation and "retired" meaning people who have deemed themselves to be without further value in the workplace.

Recommend: Set a definite number of seats on the board. Three is usually adequate. Five is tolerable. Nine is absurd.

GenoS (Florida)
Posts: 4,276

Posted:

Our docs say a minimum of 3 with no maximum number specified. For as long as anyone can remember, though, the "sweet spot" has been 7. A quorum is a majority of however many directors there are so with a full complement of 7 directors our board's quorum would be 4. Every year a couple of directors resign along the way, it seems, and unless someone is really chomping at the bit to take the vacant seat then the board just carries on with fewer than 7. Currently we have 5 directors and a quorum of 3. Last year 3 resigned and a replacement was selected by the board to maintain an odd number that would avoid any votes being tied.

Perhaps there was a board resolution at one time specifying that 7 directors should be the desired number, but I've looked for it (I'm the secretary) and I can't find it. To my mind the min/max/preferred number should be in the bylaws and they were last amended in 2011 and apparently no one thought to amend that provision.

So to answer your question, I think however many directors you need to bring the number up to 9 should be declared vacant for your next election.

TimB4 (Tennessee)
Posts: 21,061

Posted:

Laura,

Our docs say a minimum of three and a max of 5.
We always try to fill all 5 seats during an election.

However, if there are not enough candidates, as long as we have three individuals willing to serve, we go with what we have.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Our docs say a minimum of 3 and a maximum of 7. We were running at 5 as we decided this would be a good number. We never formalized that number. We have had two resignations this year so we are at 3. Things are running smoothly so there has been no effort to fill the vacancies. I expect come election time we will try to fill 5 positions.

RichardP13 (California)
Posts: 3,868

Posted:

The real dilemma should WHAT number do you use for quorum in order for the Board to take actions.

An example, the membership elected a Board consisting of 5 members. Quorum for Board meetings should be three, but two months down the road two resign. Does quorum now change to two. My opinion is that it should remain at three, as that is what the membership voted for.

We had a similar provision in our Bylaws that allowed a Board or either 5 or 7 depending on the number of candidates at election time. 6 or fewer, it was a Board of 5 and 7 or more was a Board of seven. If it was a Board of seven, that number remained in effect until the next election no matter if there were unfilled vacancies.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By RichardP13 on 12/18/2015 9:17 AM
The real dilemma should WHAT number do you use for quorum in order for the Board to take actions.

An example, the membership elected a Board consisting of 5 members. Quorum for Board meetings should be three, but two months down the road two resign. Does quorum now change to two. My opinion is that it should remain at three, as that is what the membership voted for.

We had a similar provision in our Bylaws that allowed a Board or either 5 or 7 depending on the number of candidates at election time. 6 or fewer, it was a Board of 5 and 7 or more was a Board of seven. If it was a Board of seven, that number remained in effect until the next election no matter if there were unfilled vacancies.

I agree. In our last election we voted for 5 so we in fact accepted the BOD should be 5 and even though it has fallen to 3, the 3 are a Quorum. We will see what happens at our next election.

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