Director's term of Office

Started by HarryJ1 • 5 replies • 970 views

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HarryJ1 (Florida)
Posts: 4

Posted:

Our bylaws say that a director's term of office extends until a successor is elected to replace him. This is raising issues and I'm curious if anyone has some advise. We had we had 7 directors and then had our annual meeting and election. Only 5 of the 7 chose to run, but the two who did not want to run did not actually resign. So, one thought is that the 2 old directors' terms continue beyond the annual meeting and that they need to actually resign for them to be considered no longer on the board. Other thinking is that the annual meeting and valid election automatically ends the term of all directors who choose not to run for the board.
Anyone see anything similar? Our bylaws are 32 years old, but have survived and still serve us well.

SheliaH (Indiana)
Posts: 6,964

Posted:

Usually, a director will stay on until voted out (or recalled) or formally resigns and the board appoints a replacement if no one volunteers for the job. If getting volunteers is an issue, it's helpful for an outgoing board member to help recruit his/her replacement - the board will have the final say if it's to appoint someone or that homeowner can formally announce his/her candidacy and the homeowners can decide.

What exactly did these board directors say regarding their future with the board? There's a difference between "I'm not running again in the next election - good luck to whoever takes my place" vs. "I'd rather not run but if no one else wants the job, I guess I'll stay on until someone steps up (or I can't take it anymore and step down)." Did anyone ask these people to submit a resignation in writing? If not, and they're up for re-election anyway, it should be relatively simply for someone to run against them and hopefully win.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Harry

Typically if there is not a Quorum to allow for a BOD election, the existing BOD Members stay in place. Do not confuse this with there was a Quorum, an election was held, but only 5 ran for 7 spots. In this case the 5 elected are the BOD and they have two vacancies to fill. Granted the 5 might appoint the other two to fill the vacancies, but the other two are not automatically on the BOD.

KerryL1 (California)
Posts: 14,550

Posted:

So, Harry, how many directors do your bylaws say you should have?

How long are the directors' terms according to your bylaws?

I think JohnC makes sense--the two are no longer on the Board. But I don't feel sure about it. Would FL statutes for condos or HOAs help?

GenoS (Florida)
Posts: 4,276

Posted:

In both condos and HOAs in Florida, "An election is not required unless more candidates are nominated than vacancies exist." If an election is not required then a meeting with a quorum isn't required either. If an election is otherwise required in a condo association, a meeting with a quorum isn't required so long as 20% of the voting interests cast ballots. That will also be true for HOAs if a currently proposed HOA bill passes this year (as it is expected to). In that case, the only way sitting directors would keep their seats is if an election was required and less than 20% of the owners cast ballots.

JanetB2 (Colorado)
Posts: 4,219

Posted:

You answered your own question: “Our bylaws say that a director's term of office extends until a successor is elected to replace him.” The exception would be if your State Law supercedes and which the info Geno posted notes your bylaws are in sinc with the state laws.

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