Georgia Director Vacancies

Started by DaveL5 • 5 replies • 1115 views

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DaveL5 (Georgia)
Posts: 3

Posted:

Our Bylaws state 5 Directors which we had for several years. The last several years we operatied with 3. We elect every June and haven't had enough candidates. However with recent Board changes we've regained interest. Recently several Homeowners have expressed interest. They question I pose is can the present board appoint 2 Directors to fill the openings? These positions would be up the Homeowner vote in June. Our Bylaws state we can appoint is a Director steps down as does Georgia Non Profit Code. Is the present Board within their rights to appoint these 2 positions? One homeowner feels by not doing so we are denying their right. I tend to agree with their position. Thanks for the input.

ND (PA)
Posts: 792

Posted:

Need to pay close attention to the wording in your documents . . .

First on # of Board Members: Do docs say you must have 5. Or do they allow for a range, e.g., "No fewer than 3 and no greater than 5"?

If it says that you must have 5, then I would think that since you now have the ability to get the 5 you're supposes to have, that you should appoint to fill the empty seats.

On to appointments:
If docs say current Board MAY appoint, then they are likely permitted to appoint, but not required.
If docs say current Board WILL/MUST/SHALL appoint, then it is likely a requirement for them to do so.

However, even if required, that doesn't mean they have to appoint the first person who expresses interest. There could be a process to seek interest from the entire community and have the Board screen submitted biographies to make their appointment decision.

DaveL5 (Georgia)
Posts: 3

Posted:

You are point on, here is our wording
The affairs of the Association shall be controlled and administered by a Board of Directors, which shall be composed of five (5) members. If situations dictate, the Board of Directors may be composed of three (3) members.

The next step is to advise all the Homeowners of the opportunity to serve.

ND (PA)
Posts: 792

Posted:

Interesting . . .

Sounds like the "situation" (that you didn't have enough interest to obtain 5 board members) dictated that you would have a Board of 3.

However, now that you have interest, I'd say that they "situation" above no longer applies . . . which may mean that you should seek to obtain a board of 5.

Be sure to look at the # of Board Member verbiage in conjunction with the verbiage that talks about filling vacancies, paying attention to the may/will/shall/must usage.

I'm sure others here will offer opinions and advice as well.

KerryL1 (California)
Posts: 14,550

Posted:

I see it the same way ND does. Invite Owners to submit a short letter or interest or candidate statement if they'd like to serve. You might even offer a brief form for them to complete.

It's a good thing that more are interested in serving!

DaveL5 (Georgia)
Posts: 3

Posted:

Appreciate all the input. Always best to make sure you are acting in the interest of the majority while staying within the Bylaws.

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