how to handle votes and elections?

Started by AdamL1 • 12 replies • 338 views

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AdamL1 (UnitedStates)
Posts: 559

Posted:

Our HOA Bylaws says

"Section 4.1. Number and Qualification. The HOA, business and
affairs of the Corporation shall be governed and managed by a Board of Directors
composed of at least three (3) persons, who need not be Members of the Corporation.

...No fixed quantity of seats. How are "elections" handled in this situation? Anyone that gets nominated and receives at least one vote is a valid member?

My HOA is claiming that this is improper and there has to be a "winner" for the elections.

MaxB4
Posts: 3,513

Posted:

In my experience, the number of board seats is 3, unless there is a mechanism to increase, which the passage doesn't have. You would also need to look at the Article of Incorporations, which would outrank the Bylaws.

AdamL1 (UnitedStates)
Posts: 559

Posted:

why set to three when the Bylaws says "at least three"? There's nothing in there that says someone can just declare it to be three.

the Articles defers to the Bylaws, which has been amended to say the above "at least three"
The number of Directors
may be changed by amendment of the HOA Bylaws of the Corporation, but in no
event shall the number be less than three (3).

MaxB4
Posts: 3,513

Posted:

Since I don't see a reference to an amendment to the Bylaws, the number is three, and no more.

AdamL1 (UnitedStates)
Posts: 559

Posted:

Quote:

Posted By MaxB4 on 08/04/2022 10:06 PM
Since I don't see a reference to an amendment to the Bylaws, the number is three, and no more.

And I've told you now that the Bylaws have been amended, and they read "at least three".

Are you still sticking with exactly 3?

MaxB4
Posts: 3,513

Posted:

YEP,and no more.

AdamL1 (UnitedStates)
Posts: 559

Posted:

Quote:

Posted By MaxB4 on 08/05/2022 11:41 AM
YEP,and no more.

what's your reasoning, when it says otherwise?

TimB4 (Tennessee)
Posts: 21,062

Posted:

Quote:

Posted By MaxB4 on 08/05/2022 11:41 AM
YEP,and no more.

I agree.

I agree because the bylaws do not specify a range (example from 3 to 5). Therefore, if you want more then 3, you must 1st amend the bylaws.

I'm sure you don't agree.
However, that is my reasoning.

MaxB4
Posts: 3,513

Posted:

Quote:

Posted By AdamL1 on 08/05/2022 11:47 AM

Posted By MaxB4 on 08/05/2022 11:41 AM
YEP,and no more.

what's your reasoning, when it says otherwise?

And what does it say? The Articles will trump the Bylaws. If they had whatever number of board members over the years, IMO and with my experience, they were wrong.

SheliaH (Indiana)
Posts: 6,964

Posted:

I would interpret this as there has to be at least three board members, but there could be more. The problem is how many do you settle on and who decides that. Four is more than three, but it's an even number and so if you had a tie in a vote, what would you do?

Seems to me I've heard this question before and at this point, you may as well admit this is a badly written section of the bylaws. As Tim said, you need a mechanism to set the number, which means amending the documents. That will also require homeowner approval, so I hope that process isn't as convoluted.

Until then, you'll have to set the board as 3 members, so if 30 people run, the top three vote getters are in. Figure out what you think will work and rally together your neighbors to push for change. I may have missed it but in all your posts, I never hear you say you've even tried that approach and until you do, you will continue to ask these questions but nothing will change. People can give their interpretation, but we don't live in your community and won't live with the consequences.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By TimB4 on 08/05/2022 4:47 PM

Posted By MaxB4 on 08/05/2022 11:41 AM
YEP,and no more.

I also agree it is 3.

DeanJ
Posts: 1,786

Posted:

The Board size is determined by the Board.

MaxB4
Posts: 3,513

Posted:

Quote:

Posted By DeanJ on 08/09/2022 8:04 AM
The Board size is determined by the Board.

And this is based on what?

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