Number of Board Members

Started by ReneeC4 • 11 replies • 1400 views

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ReneeC4 (California)
Posts: 50

Posted:

Our documents say we should have 4 board members (President, vice-president, secretary and treasurer) and we have only three. A fourth person said they would do it and put their name of the ballot at the last minute during the meeting, but the board decided to go with three instead of making them the fourth. They said something about the even number of people voting would be a problem. Shouldn't they consider anyone who is willing to do it and meets all the criteria?

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Renee

Do the docs say may, can, should, or must have 4? Also are you confusing number of BOD Members with named Officer positions?

AugustinD
Posts: 5,144

Posted:

Often the Bylaws state that the officer positions (president, vice-president, secretary, and treasurer) may be filled by non-directors. Sometimes the Bylaws even say that these officer positions do not even have to be filled by HOA members. Like John said, check your Bylaws and see exactly what they say about (1) the number of directors, including whether this is qualified with a "may" "shall" "maximum" or similar wording; and (2) the eligibility requirements for being an officer.

ReneeC4 (California)
Posts: 50

Posted:

Quote:

Posted By JohnC46 on 10/31/2016 8:25 AM
Renee

Do the docs say may, can, should, or must have 4? Also are you confusing number of BOD Members with named Officer positions?

Could you explain to me the difference? I've never been so confused and the more I read the more confused I am. We have 3 people running things.

KerryL1 (California)
Posts: 14,550

Posted:

It's very unusual, Renee, for bylaws to say you must have 4 directors, which are the same thing as "board members." But if that's exactly what they say, then no one can complain that an even number isn't a good idea--you must do what your documents say.

Officers are prez., VP, treasurer and sec'y and it sounds like your bylaws say you must have 4 officers. Generally all of the directors/board members (s)elect the officers. Owners do not vote for officers. (Your Bylaws might say that OFFICERS do not have to be board members, but let's not worry about that right now)

I think it will help us all if you give us the exact quotation about how many board members (directors) there must be. It probably is in a different section than the section about "officers."

ReneeC4 (California)
Posts: 50

Posted:

OK. I'll read back through that section. Thank you. I swear each sentence in our document is 1000 words long and contains every filler word every created. Then it seems each paragraph contradicts the one before it... Ai yi yi.

KerryL1 (California)
Posts: 14,550

Posted:

I understand what you mean, Renee. Look at the Bylaws' Table of Contents. There will be sections about "Directors or Board members" and a different one about "Officers."

There also will be a section about "members" and "Members meetings." In this usage, Members means homeowners. There's a different section about the various kind so Board (members) meetings. Once you get this language untangled, it'll be easier.

Also read the headings carefully so you don't waste time reading what's unnecessary right now..

ReneeC4 (California)
Posts: 50

Posted:

OK it's slowly seeping in....

Yes, our bylaws state we should have 4 OFFICERS. I've never heard them referred to as such, as when they introduce themselves, it's the "The Board". Are we using wrong terminology?

We have 3 of the 4 Officers.

"The officers of the Association shall be: a President, a Vice President, a Secretary and a Treasurer.

We only need "three members on the board of directors"... who is that? I thoughts that who they were?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Renee,

You still have 4 officers.

Just one individual is filling two officer positions

KerryL1 (California)
Posts: 14,550

Posted:

Please give me the entire sentence about how many directors (board members) there must be.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Our docs say our BOD, where the Officers are elected via/from, says a minimum of 3 and a maximum of 7. The BOD gets to decide how large the BOD will be.

Renee seems not to undertand the difference between BOD Members and Officers yet she is always posting about "problems". Seems to me she might need to go back to square one to better understand before posting "problems".

DouglasK1 (Florida)
Posts: 2,046

Posted:

Directors (board members) and officers are two distinct entities.

You should generally have an odd number of directors, please read your docs over carefully to see what it says about the number of directors (board size). Board members vote on motions and otherwise run the association for the owners and have other responsibilities as defined in your docs. Board members are elected by the owners, typically at an annual meeting.

Officers are named positions that have specific duties. Depending on your docs, officers may or may not have to be directors, but they most often are even when not required. The directors appoint the officers by a board vote. This would happen at the first board meeting after the annual meeting. Some associations have a board meeting immediately following the annual meeting to do just that.

As an example, my association has 5 directors. There are 4 officer positions (pres, vp, treas, secretary). Since we don't double up on offices, one director is not an officer. That director still votes on motions and fulfills the duties of a director, but doesn't have the additional responsibilities defined for any of the officer positions. Ergo, four of our directors have additional responsibilities as defined in the docs.

Carefully read your docs and see what it says about directors and what it says about officers and don't conflate the two.

If you have one person doubling up officer roles, read your docs to see if that is allowed, it may not be.

Escaped former treasurer and director of a self managed association.

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