BrandieJ (Idaho)
Posts: 4
Posts: 4
Posted:
Hello,
We recently held our annual membership meeting at which a quorum was present. At this meeting, 3/5 current board members opted to run for another term and two did not. Our meeting was held August 2. In the past, new board members took their seats at varying times following the annual meeting which had been held the first week of October. At times, new board members came on and were appointed to their officer positions prior to the end of the calendar year and other times, they did not start until Jan 1 of the New Year.
This year a board meeting was called five days after the annual meeting. Both the two outgoing board members and the two incoming board members were invited to the board meeting. The two incoming board members attended but the two outgoing did not attend. At this meeting the three directors remaining on for another term and essentially the present, acting board members ran through an agenda of items, including the nominations and appointments for the officer positions. Minutes were taken and later approved by the newly elected board. The HOA president was present at this meeting and made no objections to the newly elected board taking effect immediately rather than waiting until the new year. In fact, at the end of the August 2 annual meeting, a discussion with the three remaining board members, the two incoming board members and the property manager was had that the newly elected board members would start immediately following the annual meeting as this is standard protocol with most HOAs and our property manager wanted to have our association ran like it should be.
Our bylaws state a quorum of the board is a simple majority which would have been met with 3/5 (60%) acting board present at the table. These quorum requirements are also supported by state statutes as well. Our bylaws are silent with regards to when a newly elected board member takes their seat, but state statue reads as follows.... "despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated or appointed, and qualifies, or until there is a decrease in the number of the directors" It is my understanding that when bylaws are silent we are to refer to state statues? Not only did a quorum of the board of directors meet, nominate and appoint individual directors to officer positions, there were no objections that the two new directors would take their posts immediately as they both were involved in voting at this board meeting and on the record in the minutes taken at it.
Over the course of the next month, the newly elected board conducted business, reviewed and voted on an architectural review application which it denied. When the letter of denial was sent to the applicants, the two outgoing board members came forward to contest being replaced by a majority of the acting board and now claim they are still on the board until the years end. Has anyone else had anything like this occur? It seems to me that the acting board, with a majority present, legally elected and affirmed the new board effective immediately?
Any insight would be much appreciated. Thank you in advance!
We recently held our annual membership meeting at which a quorum was present. At this meeting, 3/5 current board members opted to run for another term and two did not. Our meeting was held August 2. In the past, new board members took their seats at varying times following the annual meeting which had been held the first week of October. At times, new board members came on and were appointed to their officer positions prior to the end of the calendar year and other times, they did not start until Jan 1 of the New Year.
This year a board meeting was called five days after the annual meeting. Both the two outgoing board members and the two incoming board members were invited to the board meeting. The two incoming board members attended but the two outgoing did not attend. At this meeting the three directors remaining on for another term and essentially the present, acting board members ran through an agenda of items, including the nominations and appointments for the officer positions. Minutes were taken and later approved by the newly elected board. The HOA president was present at this meeting and made no objections to the newly elected board taking effect immediately rather than waiting until the new year. In fact, at the end of the August 2 annual meeting, a discussion with the three remaining board members, the two incoming board members and the property manager was had that the newly elected board members would start immediately following the annual meeting as this is standard protocol with most HOAs and our property manager wanted to have our association ran like it should be.
Our bylaws state a quorum of the board is a simple majority which would have been met with 3/5 (60%) acting board present at the table. These quorum requirements are also supported by state statutes as well. Our bylaws are silent with regards to when a newly elected board member takes their seat, but state statue reads as follows.... "despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated or appointed, and qualifies, or until there is a decrease in the number of the directors" It is my understanding that when bylaws are silent we are to refer to state statues? Not only did a quorum of the board of directors meet, nominate and appoint individual directors to officer positions, there were no objections that the two new directors would take their posts immediately as they both were involved in voting at this board meeting and on the record in the minutes taken at it.
Over the course of the next month, the newly elected board conducted business, reviewed and voted on an architectural review application which it denied. When the letter of denial was sent to the applicants, the two outgoing board members came forward to contest being replaced by a majority of the acting board and now claim they are still on the board until the years end. Has anyone else had anything like this occur? It seems to me that the acting board, with a majority present, legally elected and affirmed the new board effective immediately?
Any insight would be much appreciated. Thank you in advance!
