Staggered terms for board members

Our by-laws say that the board members serve 2 year terms and the expiration of the terms should be staggered. I.e., we have 5 members and 2 members should expire on certain years and 3 members should expire on the other three.

As it turns out, due to COVID and other reasons, we elected a complete slate of new directors for the first time last spring. All five will serve 2 year terms per the by-laws, so it appears to me that we will not have elections in 2022, and then we will have elections again in 2023, 2025, 2027. That is not what our by-laws want.

How do we rectify this problem? We have one or two board members who are wanting to step down, and our by-laws say that if the board chooses to fill a vacant position, they can appoint someone to the role and then the new board member will finish the term.

So, if we decide to hold an election at our next annual meeting, we would be violating the by-laws since the terms are all two year terms. But if we only have elections when the terms are complete, we are also violating by-laws because the terms are supposed to be staggered.

How do we get compliant with our by-laws?

Five board members were elected for the first time in 2021. They serve 2 year terms per the by-laws.

Next annual meeting is 2022. We can't have elections in 2022 because no board members term is up.

However, by-laws say that terms should be staggered, so 2 or 3 positions are up for election every year.

Not sure how we create staggered terms while honoring that all five members have 2 year terms.

The five new directors may not be all serving two year terms. I think the controlling factor would be the length of the terms that they filled - I'm assuming here that not all of those open positions expired at the same time but that some were vacant due to resignations.

So if you had, for example, three terms that were expiring but two others just happened to be vacant due to resignations but still had a year to run, then two of your new board members will be up for election next year.

If your bylaws truly require all newly elected directors to serve two year terms, then they don't account for the exact situation you're describing - the bylaws are not internally consistent. If you don't want to amend them to correct this, then you'll need to decide which is the higher priority: the length of the terms or the staggering.

My personal opinion is that the staggered terms provide a benefit to the association - they preserve institutional memory and generally prevent having a board made up entirely of newbies. In contrast, board members aren't "entitled" to serve any particular length of time since they serve at the pleasure of the homeowners and can be removed with or without cause. In other words, board service isn't a right, so nobody is being hard done by if they only serve a single year after election - they would only serve a year if they were appointed after someone resigned after one year on the board.

That is not per our bylaws. If we did that, we'd just be making up rules.

First, of necessity, the HOA violated the bylaws because of the pandemic. HOAs like yours are doing the best they can to comply with the bylaws. Any fool suing for what happened is a fool.

Second, so things got out of whack. Your HOA is stuck with violating the bylaws (again) to get things back on track. I say the Board should vote on an approach that is "reasonable, fair, and in the best interests of the HOA," such that it recovers the staggering of terms. Would anyone be willing to serve just a year? Anyone suing for a reasonable vote by the board to run elections to get things back on track, staggered-term wise, is a fool.

I think the above solution is also reasonable, fair and in the best interests of the HOA.

They held an election for 5 new board members on a 5 person board for two year terms. Where are the vacancies?

Henry

When your association was brand new and they elected a new homeowner board, what was the procedure for getting to staggered terms. I know how it's done, but you will need to do some research. You're the president, put your big boy pants on and solve the issue.

I've been wondering the same thing with ours. 5 Board members, 2 year terms, staggered.

COVID situation through a wrench in it all. We haven't had a annual meeting an election since Spring 2019. We are finally holding our Annual Meeting this weekend and all board seats are up for election.

How are we supposed to clean up and get back into schedule of staggered terms?

Make two positions expire in 2023 (assuming the election is in 2022). Ask two of the candidates to run for those positions. They will only serve one year but the positions are still two-year terms (21-23) so you are still in compliance with the bylaws.

Henry,

What terms were the other directors serving prior to covid?

Lets Say the following in 2019:

Dir A elected in 2018 into a 3 year term. Seat up for election in 2021
Dir B elected in 2019 into a 3 year term. Seat up for election in 2022
Dir C elected in 2019 into a 2 year term. Seat up for election in 2021
Dir D elected in 2018 into a 2 year term. Seat up for election in 2020

In 2021:

Dir A seat is up for election to a new 3 year term

Dir B has 1 year left (anyone elected in 2021 to this seat would only serve one year - the remainder of the Dir B term)

Dir C seat is up for a new 2 year election

Dir D seat was up for election in 2020 for a 2 year term. However, due to covid, elections were postponed and Dir D continued and served 1 more year into the new 2 year term. Hence, anyone elected to this seat would only serve the remaining year of the existing 2 year term.

His BYlaws state Directors serve two year terns, not three.

The bylaws state that if a board member resigns, the remaining board members appoint (not hold an election) a new board member and that newly appointed board member serves for the remainder of the term of the board member.

I think we will have an election and the newly elected board members will start their 2 year terms in 2022.

Honestly, this is all a mess to keep track of...no wonder no one did it previously.

Henry, isn't it you that's doing all the work on your HOA Board and none of your fellow Board Members want to help out and also complain of receiving too many emails from you?

If so, and if you have one or two Board Members who want to step down, then now (or at your next annual meeting or whenever Board Member voting takes place) is an opportune time to simultaneously allow them to step down, elect new members, and reorient the staggered terms.

Do what others suggest and come up with a reasonable plan to get back on track with properly-staggered terms. There's no definitive solution to your issue that anyone here can hand off to you for easy implementation.

Bottom line is that your docs were violated a while ago and resulted in your current situation. You need to again violate your docs to get back on track. And if you "violate" them in a manner that is reasonable, explainable, and with logic, then that's the best solution.

Covid did throw some things in HOA's out of whack, especially Annual Meetings and BOD Elections. As long as a BOD was open, honest, and tried their best to accommodate the situation, I doubt any jury would find them negligent. Some BOD's will have to violate their own Bylaws, or make some up for temporary use, to get things back on track especially staggered BOD terms. I say do it.

agreed....but we all know the typical situation where an HOA board is secretive, won't share information, circles the wagons when homeowners start asking about the terms, meetings, etc.

Likewise in my situation, the current board (that's been there for 2.5 years and no annual meeting since spring 2019), refused to share any details, refused to open up board meetings to the membership, refused to hold zoom meetings, refused to hold annual meetings, etc.

It also states 5 directors and not 4.
My post is designed to demonstrate what should happen.
The OP should substitute as required by his documents.

I am more confused

I think it's time for that drink

Do this. Have yourself and someone else run on a one-year term. Silence in by-laws allows from sensible maneuvering here. I've done a one year term in the past when some members vacated mid-term and no one filled their spot, leaving the diehards. No one is gonna sue the HOA for recalibrating the board of directors to align with your bylaws.