More board members than Dos allow

Started by DonaldM7 • 25 replies • 1612 views

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DonaldM7 (Florida)
Posts: 20

Posted:

Our Docs ONLY allow 3-5 Board members.

After the Annual Meeting was over a few elected board members approached a former member and asked if he/she would like to be on the board he/she said yes, he/she would be the 6th member. She was on the Ballot
How do we resolve this, we are over our limit and the Docs do not allow the board to extend the number.

TimB4 (Tennessee)
Posts: 21,059

Posted:

You can make the individual an Officer but not a Director.
Only Directors vote and are used to establish quorums.

I would hate to turn away someone who volunteered.

LarryB13 (Arizona)
Posts: 4,099

Posted:

Donald,

I would keep a close eye on those elected board members who asked a former board member to sit on the board. They sound totally clueless, treating your association like the local garden club.

KerryL1 (California)
Posts: 14,550

Posted:

Are you on the board, Donald?

SueW6 (Michigan)
Posts: 814

Posted:

Is she an ex-officio board member?

LarryB13 (Arizona)
Posts: 4,099

Posted:

Quote:

Posted By TimB4 on 04/23/2016 5:12 AM
I would hate to turn away someone who volunteered.

While I would normally agree with this sentiment, the OP indicated that the person in question was a former board member whose name was on the ballot and apparently lost the election. The members had a choice between this person and at least one other and chose the other candidate. I think it is spitting into the members faces to invite this rejected candidate to join the board in defiance of the governing documents. This sounds like the old boys club at work.

KerryL1 (California)
Posts: 14,550

Posted:

I agree with you, Larry. And maybe the docs don't even permit the person to be an officer.

Open board meetings are required in FL, so Donald & others should all attend the next one and protest the Board thumbing its collective nose at their bylaws.

I think we need a few more details from Donald, though.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Larry,

Sitting with the Board in an Officer or Committee chair position and being a voting Director are two different things. Although I agree that it could be seen as a dismissal of the memberships voice, as long as it was made clear to both the membership and the individual that the person does not have a vote, it might not be that big of a deal.

Of course, that would also depend on the reasons why this person was not reelected.

NpS (Pennsylvania)
Posts: 4,216

Posted:

Quote:

Posted By TimB4 on 04/24/2016 6:02 AM
Larry,

Sitting with the Board in an Officer or Committee chair position and being a voting Director are two different things. Although I agree that it could be seen as a dismissal of the memberships voice, as long as it was made clear to both the membership and the individual that the person does not have a vote, it might not be that big of a deal.

Of course, that would also depend on the reasons why this person was not reelected.

The ability to influence board members in a non-open or private setting is potentially in play here. The discussion that leads up to the vote can alter the outcome dramatically.

Sikubali jukumu. Read all posts at your own risk.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Fair enough, that is why this site encourages members to attend those meetings.

As I said, it would depend on the reason that individual was not reelected.
It will also depend on how strong the Board is.

DonaldM7 (Florida)
Posts: 20

Posted:

Thanks for all your replies.

In the annual meeting a week ago this person was 7th in the voting with less than 5 votes. Since we are allowed a max of 5 board members it would seem that he/she is not a director but an officer and cannot be the President

Below is word for word from are By-Laws

5.1 Executive Officers

The executive officers of the corporation shall be a President, who shall be a director, a Vice President, who shall be a director, a Treasurer, a Secretary and an Assistant Secretary, all of whom shall be elected annually by the Board of Directors and who may be preemptorily removed by vote of the directors at any meeting by concurrence of a majority of all of the directors. Any person may hold two (2) or more offices. The Board of Directors shall, from time to time, elect such other officers and designate their powers and duties as the Board shall find to be required to manage the affairs of the Association.

Thanks Don

DonaldM7 (Florida)
Posts: 20

Posted:

This person was on the board a few years ago, she was not up for reelection.

One reason for are concern and there are many and I will not tell all.

He/she emailed someone in the community just a couple of days after the election telling them that Docs stated corporations were not allowed to purchase homes
in the community and since they had rented the house and the lease was coming up they needed to SELL the house.

Our Docs state that a corporation can own a home and they are not a corporation, the home is in his wife's name

The is so much more the phase Jeckel and Hyde are not even close, some of her emails go on ranting for almost half a type written page.

Most of the other board members want a special meeting.

I have been on the board for the last ten years.

KerryL1 (California)
Posts: 14,550

Posted:

Would a discussion of this woman be permissible in executive session in FL? Given what you've said, Donald, why would anyone on the board want her at the table with them??

And why does your board think it can ignore your bylaws.

DonaldM7 (Florida)
Posts: 20

Posted:

Ten years ago I went around in the community and told owners (25) that we being overcharged by our management company and we should find another or be self managed. At the next annual meeting we one in a landside. This he/she was one of the board members and we stayed that way for ten years self managed, this person has been a friend of all those board members until this last meeting. We all left this last meeting smiling. We still are unable to belive what happened to he/she is no longer the person we new.

back later

Thanks again

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Don
The problem you have seems to who it is versus having an extra member.

NpS (Pennsylvania)
Posts: 4,216

Posted:

Here's what I've got so far:

Not elected to board by homeowners.

Invited to the board - but was she made an officer by vote of the board? And if so, how many want to vote her out of that position?

Sikubali jukumu. Read all posts at your own risk.

KerryL1 (California)
Posts: 14,550

Posted:

In most HOAs, Donald, there's an "enforcement clause" in the governing docs, usually the CC&Rs, whereby the board or an owner can enforce the documents--in the courts if the board refuses to abide by them.

If I were you, I'd get myself on record (in the minutes) as apposed to this violation of your 3-5 member limit. If the board wants to make her an officer instead, vote against her.

DonaldM7 (Florida)
Posts: 20

Posted:

Back

We can only have 5 board Mempers, these would all be directors.

In the Annual meeting there were 7 names on the ballot, the person queston was one of the 7.
When the votes were cast the person in question got the LEAST (4) the 6th got (9) votes of the 7 on the Ballot. Having the fewest she cannot be a director,
therefor she cannot be a President.

Our docs say the President and vice President must be Directors.

When the meeting was over someone asked her if she would like to be on the board, she said yes even I said yes because we knew
she would have no voting rights because she was not in the top five. As we all walked out the clubhouse door the majority
said do you want to be President the majority said yes.

To my way of thinking he/she could not be president because he/she was not in the top 5 vote getters and that made he/she an officer not a director.

Of the 5 elected directors 4 of the 5 for sure want he/she out.

We would like a quick and as peacefull a resolution as possible

DonaldM7 (Florida)
Posts: 20

Posted:

Also in our Docs

5.1 Executive Officers

The executive officers of the corporation shall be a President, who shall be a director, a Vice President, who shall be a director, a Treasurer, a Secretary and an Assistant Secretary, all of whom shall be elected annually by the Board of Directors and who may be preemptorily removed by vote of the directors at any meeting by concurrence of a majority of all of the directors. Any person may hold two (2) or more offices. The Board of Directors shall, from time to time, elect such other officers and designate their powers and duties as the Board shall find to be required to manage the affairs of the Association.

DonaldM7 (Florida)
Posts: 20

Posted:

Another thought I had was the number of Directors. We can only have 5 they had the most votes, this person cannot me made a director because that would make 6 directors, and there is no way you can demote the director that was in 5th place.

KerryL1 (California)
Posts: 14,550

Posted:

Someone needs to apologize and explain to her that "after a review" of the docs (bylaws, I presume), the elected board realized they'd made a mistake. She may not be "on the board." Donald, to be "on the board," means to be a director. It's called a board of directors.

Now if you vote to make her an officer, which, of course, may not be prez or VP, go ahead and elect her to one of the other offices. But remember, as stated above, since she'd not a director, she may not vote as a director at board meetings.

Elections of an officer CAN be done by your directors by secret ballot in CA; don't know about your state. From what you say, the "real" directors won't elect her as an officer. But do it ALL at a rap meeting.

Just one of your big mistakes was asking her if she wanted to be on the board when homeowners don't want her. And asking her if she wanted to be president! Good Gawd! What were they thinking? Or drinking?

(Please stop writing he/she when you've already identified her as female)

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By KerryL1 on 04/24/2016 11:49 AM

And asking her if she wanted to be president! Good Gawd! What were they thinking? Or drinking?

Carol,

Did I miss this?
I do not see where she was asked to serve as President.

LarryB13 (Arizona)
Posts: 4,099

Posted:

Quote:

Posted By TimB4 on 04/24/2016 12:02 PM

Posted By KerryL1 on 04/24/2016 11:49 AM
And asking her if she wanted to be president! Good Gawd! What were they thinking? Or drinking?

Did I miss this?
I do not see where she was asked to serve as President.

The OP wrote: "When the meeting was over someone asked her if she would like to be on the board, she said yes even I said yes because we knew
she would have no voting rights because she was not in the top five. As we all walked out the clubhouse door the majority
said do you want to be President the majority said yes."

But then he also said, "Of the 5 elected directors 4 of the 5 for sure want he/she out."

This is all confusing. In one sentence a majority of the board members wants her on the board and then 4 out of 5 want her out. I do not get it.

DonaldM7 (Florida)
Posts: 20

Posted:

Thanks for all your help. In the end she cannot be the president because only the top five in votes are directors 6th and over are not directors,and are Docs state the president and vice president must be a DIRECTORS.

Thanks to all of you :-)

KerryL1 (California)
Posts: 14,550

Posted:

Thanks for the clarification, Larry.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Thanks Larry.

I indeed did miss that.

It sounds like those elected don't really want to commit to serve.

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