Changing Board Size Improperly

Started by ThomasC11 • 8 replies • 1632 views

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ThomasC11 (California)
Posts: 210

Posted:

We are in the process of Amending Bylaws. For some reason, the Attorney recommended a reduction in Board size from 7 to 5 for a 914 unit complex.

The concern is that there are 2 separate votes on the Ballot.

#1 - for the Bylaw Amendents
#2 - for reducing the Board size

Since the Board size is part of the Bylaws text, is it legal or appropriate to remove part of that document and put it to a separate vote?

It would seem that all changes would need to be included in 1 vote.

TimB4 (Tennessee)
Posts: 21,062

Posted:

Without seeing the actual language of the Bylaws or the proposed amendment, this is nothing more then a wild guess:

Perhaps the Bylaws have a range of Directors (no less then x and no more then y). This would be the reason for the reduction vote.

The Bylaw amendment, if adopted, would make the reduction permanent.

It does seem strange. However, the devil is in the details and the details are in the language that we don't have access to.

SheliaH (Indiana)
Posts: 6,964

Posted:

What Tim said. By the way, did you ask these questions of the board? What did they say?

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

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Typically the docs give a range of BOD size such as no less the 3 nor more than 7 (our Bylaws). We always felt it was left up to the BOD to decide how many. We were at 5 but have fallen to 3 with no rush to fill the vacancies.

RichardP13 (California)
Posts: 3,868

Posted:

Quote:

Posted By ThomasC11 on 07/03/2016 12:44 AM
We are in the process of Amending Bylaws. For some reason, the Attorney recommended a reduction in Board size from 7 to 5 for a 914 unit complex.

The concern is that there are 2 separate votes on the Ballot.

#1 - for the Bylaw Amendents
#2 - for reducing the Board size

Since the Board size is part of the Bylaws text, is it legal or appropriate to remove part of that document and put it to a separate vote?

It would seem that all changes would need to be included in 1 vote.

Here are my feeling on the size of a Board.

You have four officer positions, President, Vice President, Secretary and Treasurer. The number of directors such be determined by the number of units in complex and more importantly, whether of not you have a management company handling the day-to-day affairs. Up to 100 unit, 3 directors, 100-200 between 3 and 5 and 300 plus, 5 directors. A large association, such as yours, should utilize committees to run things. One very important aspect of committee is they promote transparency more than anything else.

As far as two items on ballot, first you need quorum, then each stands on its own. Many people may not want to change the whole Bylaws, but are willing to just change the number of directors. Depends on how it's being promoted.

KerryL1 (California)
Posts: 14,550

Posted:

Have you actually seen the attorney's opinion, Thomas? Or did you actually hear him state it?

Can you tell us the exact wording of #1?

what's the exact wording of your Bylaws now about number of directors?

Based on your other post about trying to recall the Board and being unable to find out how many voters' had their rights to votes suspended, my guess is the board wants fewer members to keep you and others off the Board. Your attorney might be supporting the Board to keep her/his job with your HOA.

Even with a PM, which I know you have, I'd think you need 7 directors with an HOA of your size.

We have 7 & only 200+ units, but we're very complex with 3 budget areas, high rises, etc. We have a PM and an onsite assistant PM too.

ThomasC11 (California)
Posts: 210

Posted:

UPDATE:

Bylaw Amendment defeated so no Board size change.

General Election results:

Me = most votes, finally on the Board. Wish me luck!

KerryL1 (California)
Posts: 14,550

Posted:

Congrats, Thomas. Without going back to your previous posts, I think I recall you and maybe others have been unhappy with the Board.

Do you have any supporters on it? Will your non-Board pals come to Board meetings and offer support?

do you get along with your PM?

Is there something you hope to accomplish soon?

TimB4 (Tennessee)
Posts: 21,062

Posted:

Thomas,

Thanks for the update.
Congratulations.

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