Issues adding a fifth board member

Started by SteveL14 • 18 replies • 740 views

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SteveL14 (Florida)
Posts: 13

Posted:

Our HOA is supposed to have 5 members. However, the current 4 of us can't agree on someone to add. Two of the members will only vote on someone who is a friend of theirs and have blocked every other vote, we have had 6 volunteers that they have blocked. They will only vote on their friend who wants to join who has a conflict of interest considering he is the community landscaper. If a one board member is late to a meeting and the meeting starts without them, can the remaining three vote and be considered a 2-1 vote or would the remaining board member get added to the vote when they arrive?

BobB31 (Florida)
Posts: 178

Posted:

This is to replace a resigned/deceased member?
If a quorum exists, a vote can take place. Kinda sneaky tho'. How does a single vote block anything? Are there other directors that always vote the same way?

BobB31 (Florida)
Posts: 178

Posted:

Quote:

Posted By BobB31 on 08/15/2019 1:39 PM

Are there other directors that always vote the same way?

Duh, of course there is. It says so in the OP

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Steve

A Quorum for a 4 person BOD is 3 BOD Members. Vote away.

RichardP13 (California)
Posts: 3,868

Posted:

If the Board can't decide, let the homeowners do it!

SteveL14 (Florida)
Posts: 13

Posted:

I wish our homeowners would show up in a large enough group to allow them to do it. It would make this a whole lot easier.

SteveL14 (Florida)
Posts: 13

Posted:

Thank you for the reply. That is what I thought.

SteveL14 (Florida)
Posts: 13

Posted:

BobB31

Thanks for the reply. My intentions is not to be sneaky but simply to not allow blatant conflicts of interest. If you read any of my old posts you will see how ridiculous some of it has been. Hopefully adding another community member will stop the actions of the President.

KerryL1 (California)
Posts: 14,550

Posted:

Since 3 of 5 (probably! check your bylaws) is a quorum, yes, a 2-1 vote would seat a new director on the board. The ONLY way a late member could change the vote is to ask the board to "reconsider" the decision they earlier made. They'd The board would first need to vote to reconsider that decision and presumable you'd have a 2-2 tie, so your earlier decision would still be in effect.

It'd be possible for homeowners to vote in a new director IF your bylaws or FL law say they may.

When is your annual meeting & election?

MelissaP1 (Alabama)
Posts: 13,836

Posted:

Is this person an actual member of the HOA they want elected? A contractor or employee of a HOA doesn't make them a member. Unless your HOA doesn't define a HOA member has to be an actual homeowner.

Former HOA President

GenoS (Florida)
Posts: 4,276

Posted:

Quote:

Posted By SteveL14 on 08/15/2019 2:45 PM
I wish our homeowners would show up in a large enough group to allow them to do it. It would make this a whole lot easier.

You would probably have to hold a members meeting to fill the vacancy through a homeowner vote. So maybe not so easy, what with the notice requirements, mailing of ballots and/or proxies, etc. When't your next scheduled annual meeting? It might be best just to let the board vacancy continue, depending on what your governing documents say. FS 720 does not require that every seat on the board be filled. Often, an association's governing documents will provide ways to fill a vacancy on the board and most documents I've seen say the remaining directors MAY fill the vacancy, not that they HAVE to.

NpS (Pennsylvania)
Posts: 4,216

Posted:

Around 10 years ago, we had a BOD that was split 2-2 on every issue. Nothing ever got done.

If one person didn't show up, a 2-2 decision could easily become a 2-1 decision. Luckily or unluckily, that never happened. They knew that would be the end of working together. Even more hostility than there already was.

The logjam broke when a small group of annoyed homeowners (me included) set up a joint BOD & homeowner special meeting. A lot of hooplah and publicity. Brought in outside presenters.

When the homeowners vote was counted, it was overwhelming. The logjam was finally broken. Something that the BOD would never have done on their own.

Sikubali jukumu. Read all posts at your own risk.

BobB31 (Florida)
Posts: 178

Posted:

Quote:

Posted By NpS on 08/16/2019 4:15 AM
Around 10 years ago, we had a BOD that was split 2-2 on every issue. Nothing ever got done.

If one person didn't show up, a 2-2 decision could easily become a 2-1 decision. Luckily or unluckily, that never happened. They knew that would be the end of working together. Even more hostility than there already was.

The logjam broke when a small group of annoyed homeowners (me included) set up a joint BOD & homeowner special meeting. A lot of hooplah and publicity. Brought in outside presenters.

When the homeowners vote was counted, it was overwhelming. The logjam was finally broken. Something that the BOD would never have done on their own.

What did the homeowners vote on?

NpS (Pennsylvania)
Posts: 4,216

Posted:

Quote:

Posted By BobB31 on 08/16/2019 5:48 AM

What did the homeowners vote on?

2 of the BOD members wanted to bring in a buddy of theirs as the MC. At the special meeting, we brought in 3 different MCs. Each made a presentation. Their buddy got the fewest number of votes from the owners.

Even though the decision belonged to the BOD, they would have been too embarrassed to pick someone that the owners thought so poorly of.

We were successful only because they didn't understand what we were doing. If the BOD had met, voted 2-1 and approved the MC buddy before the special meeting, then there would have been no purpose to the special meeting. Their procrastination allowed us enough time to wake up the community.

Sikubali jukumu. Read all posts at your own risk.

RobertW31 (New York)
Posts: 41

Posted:

I have been on our board for 5 years and president for 3. When I first arrived on the board the current president at the time introduced the idea of having a 5ht board member. The idea being that it could beak a tie vote. We added the 5th board member.

Recently I was going through our by-laws and saw that they called for 4 board members. We just had one board member resign and I mentioned the by-law at our regular board meeting. Our new property manager said most boards have 4 members and the president usually doesn't vote. I think that comes from Robert's rules of order.

So my question is did the board do the right thing by adding a 5th member when it is not covered by the by-laws.?

BobB31 (Florida)
Posts: 178

Posted:

Quote:

Posted By RobertW31 on 09/16/2019 5:04 AM
I have been on our board for 5 years and president for 3. When I first arrived on the board the current president at the time introduced the idea of having a 5ht board member. The idea being that it could beak a tie vote. We added the 5th board member.

Recently I was going through our by-laws and saw that they called for 4 board members. We just had one board member resign and I mentioned the by-law at our regular board meeting. Our new property manager said most boards have 4 members and the president usually doesn't vote. I think that comes from Robert's rules of order.

I've never heard of such a thing. From Wiki:
"While presiding, the chairperson should remain impartial and not interrupt a speaker if the speaker has the floor and is following the rules of the group.[28] In committees or small boards, the chairperson votes along with the other members; in assemblies or larger boards, the chairperson should vote only when it can affect the result.[29] At a meeting, the chairperson only has one vote (i.e. the chairperson cannot vote twice and cannot override the decision of the group unless the organization has specifically given the chairperson such authority)"

Our bylaws call for 3-7 members and make a distinction between the board chairman and the association's president: the chairman runs the board meetings and certainly has a vote. In membership meetings, the president (who is usually also the chairperson) runs the meeting and usually does not vote.

Quote:

So my question is did the board do the right thing by adding a 5th member when it is not covered by the by-laws.?

It can be challenged for that reason. Whether it ever will be challenged is another question.

GenoS (Florida)
Posts: 4,276

Posted:

Roberts Rules does NOT say the president doesn't vote or only votes to break a tie. That arrangement is used in other contexts, but is inappropriate for homwowner boards where the officers are also directors.

See the question on page 3 of this PDF file.

"The president does not act as a tie breaker vote but should vote on all matters because he/she is first a director with fiduciary responsibilities to the members."

KerryL1 (California)
Posts: 14,550

Posted:

My understanding is that the president doesn't vote except to make or break a tie in very large "assemblies" or boards. Check Robert's Rules for small boards for more.

KerryL1 (California)
Posts: 14,550

Posted:

My understanding is that the president doesn't vote except to make or break a tie in very large "assemblies" or boards. Check Robert's Rules for small boards for more.

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