# of Board Seats...HOA won't just say how many

Following up on previous conversation.
**Background**
- HOA docs say with no uncertainty that there are only 3 seats unless changed through amendment.
- Board has previously been 3, 5, 4, 6, etc members over past years.
- Current HOA board is 3 members that are just nasty. Controlling, secretive, threatening, divisive, etc.
- We haven't had a meeting in 2.5 years. Meeting is only scheduled now because ~30 homes all started beating the drum to force a meeting

So I started asking how many board seats there are exactly (privately and publicly). The current board emphatically stated that they can have as many seats as they want. They said that historically, no one really shows up so really, if you want to be on the board, then you can. They also aggressively and confrontationally dismissed any of my references to our HOA docs and requests for clarity. Well, our annual meeting is coming up and there are at least 8 new nominations (probably more), including myself. The current 3-person Board is aggressively smear-campaigning and spreading false rumors about myself and several other "challengers."

Over the last week, I've heard that the Board has much more seriously started looking at the rules and asking lawyers and may now be convinced that it is only 3.

So I guess my question is: what happens at the meeting if the board stands up and says "there's only 3 slots" after very publicly declaring (and historically) that there can be more slots. I feel they will try to use this as a means to exclude and keep out "new comers". I know, I know, the rules are the rules and the rules say 3...but but but...they have had more than 3 in the past, just last week posted on NextDoor that there can be more, but now are fearful that there are so many competing nominations.

I think the question for the forum should be: Does substantive unfairness occur if the Board says or implies, say, five seats are open and will be filled at the election, but then ends up having a total of three directors on the board by the end of the election?

Yes, it does. Why? Because of strategic concerns about vote splitting. For instance, if your group runs five candidates, because the board has "indicated" that five seats will be open, but then the board decides at the annual meeting that only three seats are open, vote splitting may result in your candidates not winning seats.

Also the ballots need to be pre-printed, with instructions. The ballot needs to instruct owners about how many candidates they can put a check mark next to, as votes. If only three seats end up being filled, but the ballot says an owner may vote for up to five candidates, then this is materially, substantively unfair.

The Board refusing to declare in advance and in writing the number of seats open is patently wrong and unfair.

I think your group ought to simply put in writing that there are three seats total, period, and run your various candidates' campaign with strategy in mind. (God willing the incumbent board does count ballots fairly.) Then see what happens. Your group (that wants change) should have attorneys in mind. Hiring an attorney right now would be best.

The biggest strategic consideration should be not splitting the vote so your guys and gals can win a majority of the (three, dammit) board seats. If your group is united, you should run exactly three people, and the three people who your group thinks will get the most votes.The Board needs to reveal this in advance. Else I say the notice is improper.

Do your Bylaws say anything about this?

I believe what is usual is that one vote is taken. Each owner gets to cast a vote for up to three people. An owner can vote for 0, 1, 2 or 3 of the candidates. The top three vote getters win seats to the three-person board.

Tie-breaking procedures should be announced in advance.

Aside: You are an excellent person for agreeing to run for the board yourself. Too many come to this forum and kvetch but are not willing to serve on a board, unpaid and requiring many hours and frankly, a willingness to study covenants, legalese, and infrastructure (no small topic).

Read the ballot closely. Raise a point of order at the meeting. Get the point of order on legal record (the Minutes).

If you do not know what a "point of order" is, look it up in Robert's Rules (which you indicated elsewhere is required by your bylaws). At a meeting of the owners, you have the lawful right to raise a point of order.

No, uh uh. At a meeting of the owners, owners can raise points of order.

At a board meeting, only directors can raise points of order.

I will try to ferret it out at http://www.rulesonline.com/ .

Bear in mind that different editions of Robert's Rules will have differences. Hopefully immaterial ones for your questions.

I hope your group gathered proxies door to door.

Good luck tonight.

AdamL1, I cannot find an explicit statement about who can raise a point of order, other than a "member" can.

This is a meeting of a deliberative assembly. The assembly consists of members. Tell whatever bully is running the meeting of the owners that under Robert's Rules, any owner who wishes to raise a "point of order" and even motions concerning not following Robert's Rules.

Just get it on legal record, in the Minutes preferably. Take notes. Record the meeting on the sly if possible.

regarding legal record and minutes, part of the agenda is
- Approval of minutes of previous meeting
- review of financials

what to do about the fact that there is no minutes of previous meeting (potentially last annual meeting 2.5 years ago).?

What to do about the fact that the board has not released annual reports or budgets?

Though again, you should object ("point of order") to there being no Minutes to approve from 2.5 years ago. You can also motion for another meeting to be set to approve the Minutes from 2.5 years ago.

Focus on getting your people on the board, via a properly run election.

I advise:

-- Forget about past years. It's only worth trying to shape things up in the future.

-- Practically speaking and getting down to brass tacks, you should start planning on how to gather proxies for next year and see if you all have the votes to get rid of the incumbents. Your group should get the names and addresses of all members, including email addies, and start a campaign that is part watchdog, part advertising for why a new board is needed. A web site would be nice, assuming someone in your group can write; read covenants; et cetera.

-- You could hire an attorney to argue the meeting over the weekend was a board meeting and so had to follow all the bylaws pertaining to board meetings. But I think the cost would be high and the benefit not so great. If push came to shove, it would take a year or more in court and lots of your money to pay the attorney fees.

-- The wise attorneys who do HOA law say the fastest way to cause change at a HOA is to run for the board with a like minded group of candidates. I agree.

-- Never rule out moving. Granted most people have to learn the hard way that this is often the best choice, for one's long-term mental peace.

AdamL1, many here have stories very much like JohnC46's. If you have the time, motivation and interest of other potential director candidates, persist. Meanwhile, remove the names of all incumbent directors from your Xmas/Hannukah/holiday list for receiving jars of your bees' honey. The scoundrels.

Agree with Aug's recommendations.

Have a thought you might like to pursue. Not pressurizing like an election and not easily reversible like a proxy.

Put together a petition for fair and honest elections. In it you might want to include things like:

Mandatory elections for next year (assuming that your docs say that Board members have 1 year terms).

Independent outside monitor of elections to assure fairness in the voting process. Sometimes called judge of elections. (Some states allow and are receptive to judicial relief on claims that an outsider is needed to prevent unfair elections. Some states have an ombudsman's office that is ready and willing to hear your story on improperly run elections.) Whichever path you follow, you should think through and identify the exact procedures that you think are needed.

Your petition could require that candidate forms go to the independent outside monitor - and that person would determine who goes on the ballot.

You could investigate electronic voting and find a system that would allow you to ensure the integrity of the vote itself.

IMO, don't worry about the stink on you. Focus on the stink on your community, and demonstrate that you have a plan to fumigate the rot at the top.

The nice thing about petitions as opposed to proxies is that proxies are nullified by a later dated proxy. Signatures on petitions aren't automatically overridden. Harder on the opposition.

Best of luck.