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Started by WardellD • 5 replies • 2788 views

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WardellD (Washington)
Posts: 64

Posted:

Can I please get everyone’s understand as for what this means?

Corporate powers of the corporation shall be vested in a Board of Trustees. The number of trustees who shall manage the affairs of the corporation shall be five (5). At any meeting or special meeting called therefore, the members may increase or decrease the number of trustees to any number not more than nine or less than two.

EdR (Texas)
Posts: 170

Posted:

Are there currently five directors? Were they elected by the membership of your association?
EdR

WardellD (Washington)
Posts: 64

Posted:

Please do not read into this question, I just want your understanding as for what it states.

RogerB (Colorado)
Posts: 5,067

Posted:

Vest means to give the legal powers. Trustees are persons placed in a position of trust. Normally there shall be 5 trustees but the MEMBERS (of the corporation) may at any meeting duly called by increase up to a maximum of 9 trustees or decrease down to a minimum of 2 trustees.

RogerB

EdR (Texas)
Posts: 170

Posted:

Not reading anything into your phrase, BUT wanting to know how the five got there IF they are there? Sounds like they are not there. Don't really care, but if they were elected by the membership votes/ballots then any others/new should be elected by membership, unless it is not a condo/homeowners' association either; and meeting probably means annual meeting since members don't run a board meeting. It seems to me it makes a difference if you are just starting a board or it already exists! Too many boards and MCs leave the actual MEMBERS out of the loop anymore, and it is epidemic in TX. Matter of can't live with them and can't live without them.
Ed

RogerB (Colorado)
Posts: 5,067

Posted:

I believe the only possible confusion may be between the words members vs. trustees. You could amend to: members of the corporation (not the trustees). I don't think that is necessary because I believe it is clearly stated. I think the confusion may be caused by lack of understanding on the conduct of meetings.

The number of trustees can only be changed by the members at a DULY called meeting of the members - not just at any members' meeting. That means notice of the proposed change must be made to all members in advance of the meeting where the proposed change will be on the agenda. The number of trustees can be changed from time to time by a vote of the members but must be within the specified range.

The trustees can not change the number of trustees at a board meeting; and how many trustees attend a members' meeting has no bearing on this issue. For example business can be conducted at a members' meeting even if no trustees are present, as long as there is a quorum at a properly called meeting.

Roger

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