consecutive board terms

Started by SC • 11 replies • 1426 views

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SC (Georgia)
Posts: 38

Posted:

Our Covenants give zero direction about selection of the Board of Directors. But it does state that "no Director shall be re-elected to a consecutive term of office." I assume this is so that a current Board member can not vote himself in...or make other Board members uncomfortable about choosing someone else.

We have one Board member who was appointed to fill over 1 year of a vacant Board position. He wants to be elected to another 3-year term. That would make 4 consecutive years in a row he would be on the Board.

Our Board has closed elections and he is "buddies" with the President, who alone decides who is on the slate. No other nominees will be allowed (except nominated on the floor), so unless there is a legal reason, he will be elected.

Is there a reason he couldn't or shouldn't do this? I live in the state of Georgia.

HaroldS1 (Arizona)
Posts: 314

Posted:

Since he was appointed to this term, he has never been "elected" so this would not be a re-eletion as defined by your documents. This would be his first election - if elected. Harold

PaulM (Pennsylvania)
Posts: 1,347

Posted:

SC:
The difference is how 'he got in there'. He "...was APPOINTED to fill over 1 year of a vacant Board position. He wants to be ELECTED to another 3-year term..."

This is valid and in keeping with your covenant documents which state that he cannot be RE-ELECTED to a consecutive term of office. If he is now elected, it will be his first term as an ELECTED OFFICER.

SC (Georgia)
Posts: 38

Posted:

Thanks. That is helpful.

BradP (Kansas)
Posts: 2,640

Posted:

SC:

I would agree with the advice of the previous two posters.

DaneC (California)
Posts: 210

Posted:

Would a Director be eligible to be elected for different positions, e.g. first term as Treasurer, next as Secretary, next as Vice President, etc. etc?

HaroldS1 (Arizona)
Posts: 314

Posted:

Dane - board members do not "run" for specific offices. They are elected to the board, and the board decides who amoung them will be President, Sec, Treas, etc. Therefore it is not musical chairs. Your officers are restricted to one elected term period. Harold

DaneC (California)
Posts: 210

Posted:

California Civil Code 1363.03.(a)(3) Specify the qualifications for candidates for the board of directors and any other elected position, ..........

Corporations Code 7213.(b) Except as otherwise provided by the articles or bylaws, ..........

Unfortunately, due to apathy, it is very much a case of musical chairs in CA.

HaroldS1 (Arizona)
Posts: 314

Posted:

Dane - I thought we were talking about SC's HOA which forbids consecutive re-election of board members. Of course, where the documents don't forbid it, many people are elected over and over. Harold

PaulM (Pennsylvania)
Posts: 1,347

Posted:

Harold & others: Based on Dane's original post re no director can be re-elected to a CONSECUTIVE term of office, could that be interpreted to mean that a director could 'skip' a term and then be elected for the next term? Especially if there is owner apathy in the community, what is a Board to do?

PaulM (Pennsylvania)
Posts: 1,347

Posted:

Sorry for the error, I meant SC's original post.

HaroldS1 (Arizona)
Posts: 314

Posted:

I would say yes. The key word is "consecutive". But I suppose the original intent of the CC&Rs was to avoid having entrenched directors. Harold

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