Too many board members elected 2 months ago

Started by DonM16 • 23 replies • 1569 views

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DonM16 (Florida)
Posts: 8

Posted:

one to many Board members were elected, only a couple of people know his. Just got a management company last month and they do not know anything yet, since they are new and have not read the docs.
Small community we need to tread gently. We do not have an attorney.

DanaT (Tennessee)
Posts: 214

Posted:

Quote:

Posted By DonM16 on 07/28/2016 1:33 PM
one to many Board members were elected, only a couple of people know his. Just got a management company last month and they do not know anything yet, since they are new and have not read the docs.
Small community we need to tread gently. We do not have an attorney.

Write a polite letter to your Management Company. If you have an even number of Board Members, 4, 6, 8 etc, your Board could suffer being deadlocked. Odd number of Board members, keep this from happening. Tell your concerns to your Management Company and see what they suggest. Bottom line, your Docs rule and should specify, how many Board Members, you can have. If it says five, then 5 it is.

KerryL1 (California)
Posts: 14,550

Posted:

How, do you know, don that too many were elected? what's the exact wording of your docs, probably your bylaws?

DonM16 (Florida)
Posts: 8

Posted:

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.

The number of directors shall remain at five (5) unless said number shall be changed by a vote of the Association membership at a meeting to be held at least six (6) months prior to the time for the election of the Board of Directors.

DanaT (Tennessee)
Posts: 214

Posted:

Then 5 it is.

DonM16 (Florida)
Posts: 8

Posted:

The problem is who will sign the letter

DanaT (Tennessee)
Posts: 214

Posted:

That is a question that has plagued HOA Members from the very first HOA formed. Not trying to be sarcastic at all. It seems getting Owners together for a cause, is sometimes impossible. I am living your question, as I write this response. ;-)

KerryL1 (California)
Posts: 14,550

Posted:

Thanks for your reply, Don. Are you on the Board?

What size is your community?

What "letter" do you have in mind?

DonM16 (Florida)
Posts: 8

Posted:

Not on the board at the present time, was on about 5 years ago

DonM16 (Florida)
Posts: 8

Posted:

40 units.

As far as a letter, two want it sent with no signature, another is afraid to rock the boat.
These as far as we know those are the only ones who know this has occurred, I am unsure of how to go from here, we just know it has to done.

LarryB13 (Arizona)
Posts: 4,099

Posted:

Quote:

Posted By DonM16 on 07/28/2016 2:52 PM
40 units.

As far as a letter, two want it sent with no signature, another is afraid to rock the boat.
These as far as we know those are the only ones who know this has occurred, I am unsure of how to go from here, we just know it has to done.

Is this what happens when you get old? Your brain freezes and your balls fall off? Just what, precisely, prevents you from standing up like a man and seeking an explanation?

DonM16 (Florida)
Posts: 8

Posted:

Many friends, and anyone who replies the way you do is part of the problem, your the kind who would turn in a brother and smile, get a life.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By DonM16 on 07/28/2016 4:04 PM

your the kind who would turn in a brother and smile, get a life.

Don, although I did not make the comment you refer to, I do understand your point.

I just wanted to point out that sometimes turning in a family member may be the best thing for the individual and the family.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Don

I agree with grow a pair in that. Register a SIGNED complaint/notification to the BOD.

DanaT (Tennessee)
Posts: 214

Posted:

Quote:

Posted By DonM16 on 07/28/2016 4:04 PM
Many friends, and anyone who replies the way you do is part of the problem, your the kind who would turn in a brother and smile, get a life.

Very well said Don. Remember when the ones who respond to your or anyone elses comments like that, they would probably be the first ones, running over women and children, so they could be safe! Keyboard commandos, nothing more. Just ignore them.

DonM16 (Florida)
Posts: 8

Posted:

Thanks

KerryL1 (California)
Posts: 14,550

Posted:

It seems to me, Don, that you can frame your question to the new MC discreetly by asking after a nice welcoming opening that you & the other two were wondering if you understand your Bylaws (I assume) properly and ask for their professional advice.

I'd think you also could ask them to keep your communication confidential as your don't want them to start out with your HOA in an uncomfortable position.

Otherwise, take it right to the board where, I think it belongs anyway. I suppose you could write anonymously, but why not be above board and simply express concern and perhaps a little "worry" about "what could happen" if your board isn't adhering to your governing documents.

JanetB2 (Colorado)
Posts: 4,219

Posted:

Seems pretty easy to me ... who had the least amount of votes at the election held? Potentially that individual is not a currently legally elected BOD member. If your documents only allow five and you seem to somehow have six, then one who did not receive most votes or position elected last is potentially void or null.

KerryL1 (California)
Posts: 14,550

Posted:

Welcome back, Janet--it's been a while...

JanetB2 (Colorado)
Posts: 4,219

Posted:

Thank you .... been very busy.

SueW6 (Michigan)
Posts: 814

Posted:

Your bylaws say that only the President and VP must be a director, out of the 5 directors.

To me, it looks like you can have 5 directors and also a Treasurer, a Secretary and an Assistant Secretary - who don't have a "director" designation.

JanetB2 (Colorado)
Posts: 4,219

Posted:

Quote:

Posted By SueW6 on 07/31/2016 7:29 AM
Your bylaws say that only the President and VP must be a director, out of the 5 directors.

To me, it looks like you can have 5 directors and also a Treasurer, a Secretary and an Assistant Secretary - who don't have a "director" designation.

Hmmm ... Don ... Sue does have a good point per your statement and great catch on verbiage. Are the other three Officer positions also Directors? Potentially in future your association can elect 5 Directors and then those Directors can "appoint / elect" three of the Officer positions and those individuals would not need to be elected Directors. Interesting ... have not seen this verbiage before, but can see potential especially in an association with many units.

DouglasK1 (Florida)
Posts: 2,046

Posted:

In some cases some officers don't have to be directors, but they would only have the duties/responsibilities of that office, they would not have a vote on the board.

Escaped former treasurer and director of a self managed association.

KerryL1 (California)
Posts: 14,550

Posted:

I see Sue's point too, but the OP says too many were "elected," 6 instead of 5, which makes me think too many directors.

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