Rules Defining Members on Board, Turnover, & Terms

Started by DonaldN • 6 replies • 1299 views

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DonaldN (Connecticut)
Posts: 183

Posted:

I imagine most condo documents define at least some if not all of the following :

(a) number of Board members
(b) required turnover per year
(c) years in a term
(d) rules to follow when Board members drop out during a term

We have 5 Board members , annual turnover of at least 1/3 , and 2 year terms ; For members on this forum who have similar parameters , I'd be interested in knowing the exact way in which your documents are worded .

I'd also like to know how you address (d) above and how you interpret 5/3 , to me it's 2 not 1 .

Thanks in advance to those who respond .

KerryL1 (California)
Posts: 14,550

Posted:

I can't copy our bylaws and the relevant sections are too long to type, but hope this helps:

Our Bylaws permit 2 3, 5 or 7 directors, who serve 2-year terms.

"Staggered" terms are required. If we have a lot of resignations, which has happened, at the next election, for example, and depending on the situation, the top 4 vote getters serve two years, and last place serves one.

If the board appoints a new director to fill a vacancy, the person serves till the next annual meeting. (some HOAs' bylaws says the appointee serves till the end of the term.)

I don't know what 5/3 means.

DonaldN (Connecticut)
Posts: 183

Posted:

Thanks Kerry , our Bylaws require that the terms of at least 1/3 of the directors have to expire each year - we have 5 directors and so 5/3 or 1 2/3 each year ; we originally had 3 directors which meant 1 expiring term each , when we went to 5 the 1/3 rule was kept instead of amending the wording to simply say 2 .

TimB4 (Tennessee)
Posts: 21,059

Posted:

Don,

Corporate laws, applicable if your Association is incorporated - and most are, address all of these issues. As laws vary by State, you should check there first (as your documents can not be in conflict with applicable laws).

Since most Associations are incorporated as a nonprofit (but check to be sure yours is) and since you are in CT, here is a link to:

The Connecticut Revised Nonstock Corporation Act

Additionally here are the other statutes that may be applicable:

CT Condominium Act of 1976

CT Common Interest Ownership Act

Hope this helps,

Tim

KerryL1 (California)
Posts: 14,550

Posted:

Yes, as Tim advises check your CT statutes.

sorry my reply was messy. We may have 3, 5 or 7 directors. We've had 7 for several years now.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Our HOA documents specify (regarding Board members):

From CC&Rs: Nothing

From Article of Incorporation:

BOARD OF DIRECTORS

The affairs of this Association shall be managed by a Board of not more than five (5) nor less than three (3) Directors. The number of Directors may be changed by amendment of the Bylaws of the Association.

The Directors shall be elected by a majority vote of the membership and shall serve a term of one (1) year. Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors. There shall be no ex-officio Directors.

From Bylaws:

BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE

Section 1. Number. The affairs of this Association shall be managed by a Board of not more than five (5) nor less than three (3) directors.

Section 2. Term of Office. At the annual meeting, the members shall elect five directors for a term of one (1) year each.

Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association provided the Director is given ten (10) days notice and an opportunity to be heard. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.

Section 4. Compensation. No Director shall receive compensation for any service he may render to the Association. However, any Director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 5. Action Taken Without a Meeting. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.

NOMINATION AND ELECTION OF DIRECTORS

Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members of the Association.

Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election, the members or their proxies may cast, in response to each vacancy, as many votes as they are entitled to exercise under the provisions of Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

DonaldN (Connecticut)
Posts: 183

Posted:

Thanks Kerry and Tim , very thorough responses ; we like 5 members for the Board , 2 year terms , and a certain amount of turnover each year ; when we started 30 years ago it was 3 members , 3 year terms , and one person turning over each year ( expressed for some reason as 1/3 turnover each year ).

Then for many years we started operating with 5 Board members but didn't change the by-laws accordingly ; then 8 years ago we had a lawyer draft an amendment specifying 5 members , 1/3 turnover, and 1 year term for one member , 2 year terms for two members , and 3 year terms for the remaining two members ; the problem with this latest change is that in years 1,5,9,13,........ you only have 1 member turning over which violates the 1/3 turnover rule (which is meant to be interpreted as 2 members turning over ).

We never followed this latest amendment anyway and then 3 years ago the property manager realized the 1/3 rule wouldn't work all the time with 5 members and 3 year terms - so we changed to 2 year terms but didn't follow up with an amendment.

I'm not currently on the Board and so when I bring up these shortcomings it falls on deaf ears ; what I think I may do is draft an amendment and pass it on to the Board for review - that way , if approved, the attorney fee should be less if the wording is solid .

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