Term Continuation After Director Quits

Started by DonaldN • 8 replies • 1392 views

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DonaldN (Connecticut)
Posts: 183

Posted:

We have a 5 member Board , 1 year term for 1 , 2 years for 2 , and 3 years for the remaining 2 ; the Bylaws also require that the terms of 1/3 of the Board members will expire annually and that when a member quits the Board will appoint a temporary replacement just until the next annual voting meeting at which time unit owners will vote on a replacement.

My question centers on the proper way to determine the term length at that next voting meeting - the Bylaws are quiet on this - for example , if a member quits just before the 2nd anniversary of a 3 year term , does the replacement voted in at the next meeting get a 1 year term , i.e. the balance of the original term or could the replacement get a 2 or 3 year term so long as 1 of the 5 gets 1 year , 2 get 2 years, and 2 get 3 years ??

A concern is that if the replacement gets say a 2 year term , isn't that member seat effectively getting a 4 year term violating the prescribed terms ?

SheliaH (Indiana)
Posts: 6,964

Posted:

My community goes by the date the person would have been up for re-election. For example, say someone’s term is up March 1, but he quit in June and the replacement started in July. The replacement remains on the board until March 1, when the annual meeting is held. He or she can run for election to that spot or step down and the seat would be open for anyone who’s elected to it. Whoever winds up on the board, his/her term begins on that date and lasts however long that is (e.g. 2 years).

When I was on the board, we ran into a similar situation several years ago and ended up going back through the minutes to see when everyone was appointed or elected and then counted from there. We have 7 members, so the election cycle goes 2-2-3 – you may need to do the same to ensure everyone comes up at the appointed time.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

TimB4 (Tennessee)
Posts: 21,059

Posted:

Don,

Typically, the replacement serves the remainder of the term (be it 1 day or 2 years and 350 days). However, CT corporate statues, if applicable (and they are if your Association is incorporated), specifies that they only serve until the next election:

"The term of a director elected to fill a vacancy expires at the next meeting at which directors are elected."

Having thought this had been asked before, I checked and saw that in a 2014 thread of yours, Subject: Hierarchy of Bylaw Rules, you had asked the same question and I had provided a link to the applicable statute.

Quote:

Posted By DonaldN on 04/12/2014 7:52 AM

at last year's election meeting which was the earlier occurrence :

(1) service terms were changed from 3 years to 2
(2) a seat on the Board was voted on to replace a vacated seat that had 1 year remaining

Question : Does the new member have a 2 year term or a 1 year term ?

DonaldN (Connecticut)
Posts: 183

Posted:

Thanks Sheila & Tim --- Tim, we are unincorporated , our Bylaws state that the Board will replace vacated spots on the Board by nomination and the replacement will serve until the earlier of (1) the next voting meeting or (2) the unexpired term of the original member; our Bylaws and State statute are silent on the term given to the member voted in at the next meeting - that's my question , is it a new full term or the unexpired term , if any , of the original member who quit.

I was probably a little too wordy and ambiguous in my original post but in the case where there are 3 different terms for the five members , i.e. 1,2,& 3 years as I noted in my original post , at the next voting meeting would the spot be filled for the same term as the original member or could the Board select another term so long as overall 1 member has a 1 year term , 2 have 2 year terms , and the remaining 2 have 3 year terms .

Also, I've noticed that there are editing tools available for posts and Tim was able to provide a link without providing the entire URL - where can I find these tools ??

LarryB13 (Arizona)
Posts: 4,099

Posted:

Donald,

A good model is the term of a US Senator. Their terms are six years but if the incumbent dies in, say, his second year the governor will appoint a temporary replacement. At the next general election a permanent replacement will be elected. The permanent replacement's term of office will expire on the same date as the original term of office and not six years from the date of his election.

It always seemed pretty simple to me but in my own association we ended up voting for seven seats one year and two the next, so maybe it is not so simple for some.

SheliaH (Indiana)
Posts: 6,964

Posted:

I think if you Google "tiny url" you'll find instructions on how to do this. I believe Tim also provided instructions on another conversation somewhere on this website

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

TimB4 (Tennessee)
Posts: 21,059

Posted:

Don,

Why in the world would you be unincorporated?
It's allowed, but why not incorporate?

Being unincorporated doesn't provide any protection for members (as their is no corporate shield).

See:

INCORPORATION of HOA, IS IT GOOD, BAD, OR INDIFFERENT?

Does HOA need to be incorporated?
From that article:

Without being a corporation, what you’re left with is one big partnership. That means each homeowner is individually liable for anything the HOA does. If an employee, for example, sues the HOA for back pay or sexual harassment or discrimination, then every homeowner is equally liable as if they had been the employer. That’s because, just like in any business partnership, they are. That’s the nature of partnerships. Everybody is responsible for every other partner’s actions.

Associations Should Be Incorporated

Also, I've noticed that there are editing tools available for posts and Tim was able to provide a link without providing the entire URL - where can I find these tools ??

See:

Subject: Posting Tips (and testing thread)

DonaldN (Connecticut)
Posts: 183

Posted:

Thanks Sheila, Larry, & Tim - Larry , I agree that it makes sense to grant the permanent replacement a term equal to the remaining term of the original member .

Tim , thanks for pointing out the virtues of incorporation ; do you have any thoughts on what the appropriate term should be for the permanent replacement given that the Bylaws and State statute are silent ?

Also, is Connecticut Bruce still on this forum ??

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By DonaldN on 06/16/2016 1:25 PM

Tim , thanks for pointing out the virtues of incorporation ; do you have any thoughts on what the appropriate term should be for the permanent replacement given that the Bylaws and State statute are silent ?

the replacement serves the remainder of the term (be it 1 day or 2 years and 350 days)

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