How do you change from (3) three board members to having (5) five board members?

Started by CharlesW1 • 9 replies • 1319 views

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CharlesW1 (Georgia)
Posts: 826

Posted:

DonnaS

In a previous post you mention that you went door to door (solicit proxies) to get signatures from homeowners to change the number of board members from 3 to 5, with great success!

Our current board consists of just 3; we would prefer to have five (5) as well however previous boards had said that our governing documents only allow for 3, so we are out of luck. Is that true?!

Can we do the same thing, as you have done?

The current board would be ecstatic to hear of such news even though it would be a tremendous amount of hard work. It would certainly be well worth it. IMO

Thanks in advance for any additional help.

Chuck W.

Charles E. Wafer Jr.

DonnaS (Tennessee)
Posts: 5,671

Posted:

Charles,
NO! that is not true that you are stuck with only 3 board members. You can change any association document thru an amendment to them. Our Articles of Incorporation was filed with the State of Florida, stating that the Board shall consist of 3 elected members.
We rewrote that statement to cross out 3 and add 5. The legal langauge was okayed by the association attorney.
Then it was presented to the membership for a vote. Following our voting proceedure of 2/3rds of the ownership to pass an amendment, it went to the members per a special meeting for explaination and then the ballots went out. Florida has a time frame requirement for posting of notices and voting which we followed.
And of course, we needed 373 votes to pass and we were 47 votes short. That is where I went door to door to get the proxy votes needed to pass it into our Docs. VOILA!! Now we have 5 BOD members and what a relief to the 3 that were managing the big association. Good Luck Charles and remember--all documents can be changed as they are just that--documents for governing.

RogerB (Colorado)
Posts: 5,067

Posted:

Charles, no you are not out of luck. The number of directors is normally defined in your Articles and/or your By-laws. These documents can be amended by the manner described by each document.

Look first at the Articles of Incorporation because they rule over the By-laws. When the number of directors required is defined in the Articles I recommend amending to delete the number of directors required. It is much easier to amend the By-laws. Normally the number of directors is defined in the By-laws. I believe it is be desirable to describe a range in the number of directors (such as a 3 to 5 or 5 to 7).

GloriaM (North Carolina)
Posts: 829

Posted:

Charles:

Roger is right, your Bylaws may already state that you can have 5, look there first.

PaulM (Pennsylvania)
Posts: 1,347

Posted:

CharlesW: Even if the Bylaws state you can only have 3 board members, you only have to get the percentage of members necessary to change the bylaws.
You need to read your documents for yourself on just what it states for board positions and added officers. I would also suggest you refer to your state's documents on the number of board members (officers) necessary in the state of GA.

Also, ensure that you have enough members who want to be nominated to run for the added seats on the Board.

ADDED THOUGHT: You may be able to add more seats as "Directors" and it may not be necessary for them to have titled positions, as officers. Perhaps for this you don't have to change the bylaws at all. They would have voting privileges and could act as liaison/s with Committees. GLORIA and ROGER may be able to advise on this.

DonnaS (Tennessee)
Posts: 5,671

Posted:

Roger,
Can you please tell me the difference between Officers and Directors? Ours says" Board of Directors and everyone on the Board is considered an officer of the association. Several of the posters seperate the titles as not having the same importance. Whatis the difference if any?

RogerB (Colorado)
Posts: 5,067

Posted:

DonnaS, usually candidates are elected (or else appointed to fill a vacancy) to the Board of Directors. Thus all are Directors on the Board of Directors. Then Directors at their first Board meeting after the Annual members meeting elect from among themselves the Officers. The Officers are usually a President, VP, Secretary, and Treasurer.

In some HOAs the officers are elected directly by the members of the HOA at an Annual meeting. I don't prefer this method because the procedure of replacing an officer can get complicated if they leave the Board before their term as an officer expires.

DonnaS (Tennessee)
Posts: 5,671

Posted:

Thanks Roger,
Our 5 member BOD are all officers and sometimes terminology gets a little foggy. We have the Pres, 1st V.P, 2nd V.P., Secretary,and Treasurer so I guess they are all officers.

DanaA (Florida)
Posts: 117

Posted:

Roger, while you are on the topic of Officers and Directors, what are your thoughts on differentiating between the two titles? Our Officers are selected/elected by the Directors. Some Officers believe their Officer title also elevates decision making authority above us "regular" BOD members. Thanks.

RogerB (Colorado)
Posts: 5,067

Posted:

Dana, all Board member has one vote and all important decisions should be made by the Board. The Officers usually make independent decisions related to the duties of their office. The President usually makes more independent decisions and is often given the authority to appoint committees, sign documents, establish meeting dates, etc.

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