Board of Directors-Number, term, & qualifications

First, where do the Bylaws state the intention of having 9 directors? Second, how many directors do you think it takes to run your HOA, if you have a management company doing the day-to-day operations?

If there are no volunteers, based on your posting, the Board is not under an obligation to fill the empty seats providing that there are at least 3 directors.

Our Bylaws said between 3 and 5. There would be some years we only had 3 due to lack of volunteers.

Our Bylaws call for a BOD of between 3 to 7. We found 5 to be a good number but we have operated with as few as 3 when it was so close to election time we decided to wait. Our terms are two year terms and they are staggered so 2 spots open one year, 3 the next. Anyone appointed fills out the term of the person they are replacing. Typically we have to go begging for people to be on the BOD.

ARTICLE 111
BOARD OF DIRECTORS

SECTION 2. Number, Term and Qualification. The number of Directors of the Condominium shall be a minimum of three (3) and a maximum of nine (9), to be elected by the affirmative vote of a majority of the Unit Owners either present or represented by proxy at the annual meeting for which a quorum is established. At the time of initial election, three of the directors shall serve for three years, three of the directors for two years, and three of the directors for one year. Thereafter, at each election, the three directors whose terms have expired shall either be re-elected, or replaced by the Unit Owners for a three year term as provided in Section 3 of Article Ill. It is intended that after the initial terms, the Board of Directors, consisting of nine (9) directors, shall all serve three-year terms, with three directors being subject to reelection at each annual meeting. Each director shall hold office for the period of his/her or her election, or until his/her or her death, resignation, retirement, removal, disqualification, or successor is elected and qualified. Each member of the board shall be one of the owners or co-owners, or a spouse of an owner or co-owner, provided, however, that in the event an owner is a corporation, partnership, trust, or other legal entity other than a natural person or persons, then any officer or director of such corporation, partner, or such partnership, beneficiary of such trust or manager of such other legal entity, shall be authorized to serve as a member of the Board of Directors.

We have no management company. It should take 9 directors to run the HOA.

We always have people willing to serve.

ARTICLE 111
BOARD OF DIRECTORS

Number, Term and Qualification. The number of Directors of the Condominium shall be a minimum of three (3) and a maximum of nine (9), to be elected by the affirmative vote of a majority of the Unit Owners either present or represented by proxy at the annual meeting for which a quorum is established. At the time of initial election, three of the directors shall serve for three years, three of the directors for two years, and three of the directors for one year. Thereafter, at each election, the three directors whose terms have expired shall either be re-elected, or replaced by the Unit Owners for a three year term as provided in Section 3 of Article Ill. It is intended that after the initial terms, the Board of Directors, consisting of nine (9) directors, shall all serve three-year terms, with three directors being subject to reelection at each annual meeting. Each director shall hold office for the period of his/her or her election, or until his/her or her death, resignation, retirement, removal, disqualification, or successor is elected and qualified. Each member of the board shall be one of the owners or co-owners, or a spouse of an owner or co-owner, provided, however, that in the event an owner is a corporation, partnership, trust, or other legal entity other than a natural person or persons, then any officer or director of such corporation, partner, or such partnership, beneficiary of such trust or manager of such other legal entity, shall be authorized to serve as a member of the Board of Directors.

They also believe they have to right to fill vacancies without owners voting.

This, along with self-limiting, allows them to withold filling vacancies from the owners so they can appoint thier cronies. See Bylaw below.

SECTION 5. Vacancies. A vacancy occurring in the Board of Directors, including directorships not filled by the Unit Owners, may be filled by a majority of the remaining Directors, though less than a quorum, or by the sole remaining Directors, but a vacancy created by an increase in the authorized number of Directors shall be filled only by election at an annual meeting or a special meeting of Unit Owners called for that purpose. Voting members may elect a Director at any time to fill any vacancy not filled by the Directors.

Key phrase to me, "not filled by the Unit owners,"......

I've got you one-upped.....my board tried passing a Bylaws amendment this year that removed requirements for annual elections, allowed the Board to decide how many seats there were (restricting down to just the 3 or 4 of them), and allowed the above mechanism to resign and then fill the vacancy without Membership vote....

WaltH1 = AdamL1 it appears.

The initial citation refers to section 3 after the initial election.

It is not known if the current citation is section 3 or if section 3 simply wasn't cited.

Based on what has been provided:

At the initial election a majority of those present, in person or by proxy, is needed for the individual to be elected.
Any vacant seat (or those that did not get a majority vote) is then filled by appointment of the board.

At any other election, the process is as outlined in section 3.
Any vacant seat may be filled by appointment by the board.

There are many times, if there are not multiple candidates for a single position, that a vote by acclamation is used.
See: Candidate Acclamations - Election Process

However, technically, a vote by acclamation is not allowed if the bylaws specify vote by ballot.
See: A Quick Guide to Election by Acclamation

The section cited only specifies a need for an affirmative vote not a ballot vote. Hence, based on what has been provided I would think a vote by acclamation would be an option if the seat is uncontested.

9 members sounds like a lot - is there a need for that many people? It sounds like the board is not obligated to have more than 3 people on at one time, so they aren't doing anything wrong here.

Thanks for your input Tim.

SECTION 3. Election of Directors. Except as provided in Section 5 of this Article, Homeowners, in good standing, shall be elected as Directors at the Annual Meeting of the Unit Owners; and those persons who receive the highest number of votes shall be deemed to have been elected.

Thanks for your input Max. I don't see anywhere in our Bylaws where the Board can self-limit the number of Directors.

88 condos

With section 3 being provided, I read the process as follows:

At the initial election a majority of those present, in person or by proxy, is needed for the individual to be elected.
Any vacant seat (or those that did not get a majority vote) is then filled by appointment of the board.

At any other election, then those who have the most votes for a seat are elected (meaning 1 vote may be enough).
Any vacant seat may be filled by appointment by the board.
If the seats are uncontested, then a vote by acclamation can be used.

The following qualifiers must be met to serve by election:
1) Must be a homeowner
2) Must be in good standing

Note: there is an exception to section 5 (appointments).
It appears that none of these qualifies must be met if the board appoints.
Of course, one would need to read all relevant sections of the governing docs and applicable statutes to be sure.