number of directors on HOA Boards

Started by DominickM • 9 replies • 926 views

💬 Join us to post & get advice from 50,000 HOA & Condo leaders.

⚡ Takes 30 seconds

Already a member? Log in

DominickM (Washington)
Posts: 2

Posted:

The average number of directors on most HOA boards is 3-5. Some have gone as high as 9. We wish to go from 5 to 7 to take advantage of owner interest is serving their community. The number of directors can be set by the Board itself or by 60% of the owners. Has anyone had any experience with this?

KerryL1 (California)
Posts: 14,550

Posted:

Welcome to the forum, Dominick.

Is it the wording in your bylaws that says you can have any number your want? What, exactly, is that wording?

Also, board size often is related to the size of the HOA. What size is yours?

DominickM (Washington)
Posts: 2

Posted:

We have 168 units in our new condo. OUr bylaws state:

The final Board of Directors elected pursuant to this section
shall consist of at least three (3) and not more than five (5) directors, as determined by the Members at the time of
electing the final Board.

Except as otherwise provided below, the Bylaws may be amended or repealed by the Board of Directors.
Owners or their designated representatives having sixty percent (60%) or more of the total outstanding votes may
amend or repeal the Bylaws at any annual meeting or special meeting called for that purpose. The Board of
Directors shall not amend or repeal any Bylaws adopted by the owners or their designated representatives

WE . have had legal counsel review what and stricltly speaking th e Board can act to increase the number of directors. by amending the bylaws. At a later time we plan to update all teh bylaws and will have the membership vote on that . - 60% required.

Our change to the by-laws is to delete "and not more than five (5) directors" and in a second motion to increase the number to 5.

GenoS (Florida)
Posts: 4,276

Posted:

Very recent experience here. And not a good one. Our Articles of Incorporation say there must be at least 3 directors. We always have a hard time getting people interested in serving on the board and have been using the number 7, by custom, over the years. There is always attrition of at least 2 every year.

We had an incident last year that ended up with us having 9 directors on the board at one point. That was the result of the remaining 3 board members selecting replacements for resigned directors and, not wanting to offend anybody, allowed all 6 people who wanted to be on the board (lots of personal agendas at the time) to be on the board. A big mistake, in my opinion, but it didn't really matter after 3 of the new ones resigned within a month.

Wishing to avoid that fiasco again, we decided that the board this year would set the size of the board for next year ahead of time. Then we could recruit, draw up ballots and prepare for the annual meeting with some certainty. Simple, right?

I'm at the point of wishing I had never been involved with the question because explaining things to people who refuse to read and understand the governing documents and the state statutes is a full-time job. Sprinkle in a few math-challenged folks and a couple of sitting directors who insist that the state statutes REQUIRE us to have an odd number of directors (they don't and neither do our documents) and it's a perfect storm of frustration.

Good luck. The only advice I would give is to make sure your Articles of Incorporation allow for a range of between 3 and 7 (or whatever you want) and let the board decide the exact number year on year. Without knowing any details, leaving an option for a homeowner vote to decide the number seems unnecessarily complicated. I'd try to get rid of that provision, wherever it's written.

RichardP13 (California)
Posts: 3,868

Posted:

Something to think about. As it stands now, the Board can be a Board of five, IF the Board so chooses. BUT, what if they don't want to.

A better approach would be to amend your Bylaws to say that the size of the Board will be determined by the number of people running. For instance, you currently have a Board of three and each serve one year terms. Next election a total of 7 people want to run, then the Board increases to 5. If you are at 5 and at an election only 3 or 4 run the Board size decreases to 3.

ArtL1 (Florida)
Posts: 140

Posted:

Quote:

Posted By RichardP13 on 12/14/2017 1:58 PM
Something to think about. As it stands now, the Board can be a Board of five, IF the Board so chooses. BUT, what if they don't want to.

A better approach would be to amend your Bylaws to say that the size of the Board will be determined by the number of people running. For instance, you currently have a Board of three and each serve one year terms. Next election a total of 7 people want to run, then the Board increases to 5. If you are at 5 and at an election only 3 or 4 run the Board size decreases to 3.

This is something I want to work into our bylaws via amendment. If, at the annual meeting & election, there are 5 or more candidates, the board for the subsequent year will be 5 directors. If there are 3 or fewer candidates, the board will be 3 directors.

I've seen HOA governing documents that allow the board to be 1 person, which seems crazy. 3 is really the bare minimum, and in FL, that makes things a PITA for the board since 2 is a quorum, and any meeting of a quorum of the board for the purpose of conducting HOA business becomes a board meeting and must be noticed and open to the members.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Our Bylaw call for a BOD of 3 to 7 with the BOD making that decision. We were running with 5 and have been as low as 3. Presently 4. Our PM runs the day to day operation so our BOD can run easily run this place with only 3. Come our Annual Meeting (April) we will have two open BOD spots. If one or more run then fine, we will go to 4 or 5 If not, the remaining 3 or 4 (I am one of them) will decide if we want to appoint people. We would appoint those willing to get involved and help but we will not appoint a do nothing or a one issue person just to have a BOD of 5.

KerryL1 (California)
Posts: 14,550

Posted:

Thanks for the additional info, Dominick. How long are the terms?

Do you have a property manager? If so, it seems to me that 7 are too many. They seem too many in any case. And if 7 is specified, it seems the thrill of newness might wear off and finding that many may be difficult. Have you though about establishing committees? They are excellent training grounds for board service and among the many who want to serve, maybe there's a fine niche for one two of them.

It sounds like you owners have just taken over control of your HOA, yes?

MelissaP1 (Alabama)
Posts: 13,836

Posted:

We lowered our number of board members. It was part of some other changes we made to our documents. Took about 3 years. Required a 90% vote for the CC&R's changes and 75% for the Articles/by-laws. We paid about $3K. The changes had to be filed. It was worth it to us in the end. There was no way we could have ever established a quorum or enough people to be in office. We went down to 3-5 from 7-9. We had 107 homes. It worked out well.

Former HOA President

GeorgeR8 (Arizona)
Posts: 182

Posted:

When you have a set number you may end up appointing someone just to fill the space. We have between 3 and 7. Works fine.

🎯 You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

✓ Ask follow-up questions
✓ Share your experience
✓ Get expert advice
✓ Access 350,000 discussions

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in here