Board Elections - Multiple openings - Multiple terms

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JohnC73 (Massachusetts)
Posts: 344

Posted:

In our upcoming September Annual meeting elections we have 3 Board seats up for election. 2 of the seats are for a 3-year Board term and the other is a 1-year Board term filling a void left by a Board member resigning prior to the end of their term.

We have 4 candidates for the 3 seats. Three of the candidates are sitting BOD members and two of these sitting BOD members were appointed 6 months ago to the BOD to fill the vacancies greated by 2 Board members resigning.

My assumpiton until this morning is that we would have 1 Board election and the top 2 vote getters would serve the 3-year term and the 3rd highest vote getter would serve the 1-year term. In the past this is how we did the voting when multiple term seats were available.

Today I was notified(email below) that there will be two separate elections, one for the 2 3-year seats and then a separate election for the 1-year seat. And I was asked to declare which seat I was running for.

This seems a little unfair to the non-board member running in this election. Is it normal for associations to hold 2 BOD elections?

Here is the email I received.

Good Morning,
This year because there are 2 three-year term seats and 1 one-year term seat available we need all candidates to declare which seat(s) they are running for. However, You can declare you want the opportunity to run for the 1 year seat if you don't win a 3 year seat

Thanks
John

JohnC73 (Massachusetts)
Posts: 344

Posted:

A little more info that I left out.

In 2001, 2006 and 2010 we had similar conditions of multiple seats and multiple terms for those seats. During each of these elections we only had "1" BOD election and the highest vote getter(s) was giving the longest term(s) and the other seats were given to the next highest vote getter.

Thanks
John

MichaelT21 (Arkansas)
Posts: 462

Posted:

I don't think either way is correct, although I don't have your bylaws in front of me.

It sounds like all positions are 2 year positions, but one is vacant due to a mid-term departure. More than likely, your by-laws state that position should be filled at by majority vote of the Board rather than majority vote of the homeowners. I would be very surprised if your by-laws allow homeowners to vote someone in for a partial term.

In our association, all homeowner votes are for 2 year positions.

AugustinD
Posts: 1,027

Posted:

Quote:

Posted By JohnC73 on 08/24/2022 7:58 AM
Here is the email I received.

Good Morning,
This year because there are 2 three-year term seats and 1 one-year term seat available we need all candidates to declare which seat(s) they are running for. However, You can declare you want the opportunity to run for the 1 year seat if you don't win a 3 year seat

Thanks
John

1.
I think the ballot instructions are going to be darned confusing to voters.

2.
Is the HOA holding an election on one meeting date and then running another election on another meeting date?

3.
Right now, I do not think New Hampshire has a nonprofit, non-charitable, corporation statute.

4.
I think that the New Hampshire Business Corporation Act permits the Board to fill board seats that become vacant due to a resignation during the board seat's term. See https://law.justia.com/codes/new-hampshire/2021/title-xxvii/title-293-a/section-293-a-8-10/

5.
From reading the New Hampshire Business Corporation Act, staggered terms are allowed. The OP's COA does not seem to have staggered terms. Right now, my sense is New Hampshire statutes prohibit three year, non-staggered terms. See

https://law.justia.com/codes/new-hampshire/2021/title-xxvii/title-293-a/

and then

https://law.justia.com/codes/new-hampshire/2021/title-xxvii/title-293-a/section-293-a-8-05/

https://law.justia.com/codes/new-hampshire/2021/title-xxvii/title-293-a/section-293-a-8-03/ ("Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under RSA 293-A:8.06.")

followed by reading other sections of the statute. I would ask the attorney about this.

Messy messy messy. And so usual for New York and the New England states. Other state legislatures, on account of coming late to the party, wrote more straight-forward, more uniform statutes.

AugustinD
Posts: 1,027

Posted:

JohnC73, do your COA's Declaration or Articles of Incorporation say anything about what state statutes apply to the COA?

JohnC73 (Massachusetts)
Posts: 344

Posted:

Quote:

Posted By MichaelT21 on 08/24/2022 8:20 AM
I don't think either way is correct, although I don't have your bylaws in front of me.

It sounds like all positions are 2 year positions, but one is vacant due to a mid-term departure. More than likely, your by-laws state that position should be filled at by majority vote of the Board rather than majority vote of the homeowners. I would be very surprised if your by-laws allow homeowners to vote someone in for a partial term.

In our association, all homeowner votes are for 2 year positions.

Thanks,

Below is our by-law followed by the NH Condo Act RSA on Board vacancies. We had 2 BOD members(and treasurer) resign last Oct, then after a few months the remaining 3 BOD members voted to fill the 2 BOD openings until the next meeting.

By-law 3-200 Board vacancies

3-200. Vacancies. Vacancies in the Board of Directors may be filled until the date of the next Annual Meeting by the remaining Directors.

NH Condo Act - RSA 356-B40

The Board of directors shall not

(d) Elect members of the board of directors but may fill vacancies in its membership for the unexpired portion of any term or, if earlier, until the next regularly scheduled election of executive board members.

Thanks,
John

BillH10 (Texas)
Posts: 1,217

Posted:

MichaelT21

It is very common in the association documents I see in Texas for HOAs and condominiums to state when a vacancy on a Board occurs, the Board may appoint a replacement who shall serve until the next Annual Meeting of the Association at which time an election will be held to fill the remaining term, if any, of the seat vacated due to resignation or whatever.

That is the exact situation JohnC73 is facing.

JohnC73 (Massachusetts)
Posts: 344

Posted:

Quote:

Posted By AugustinD on 08/24/2022 8:36 AM

Thanks,

You have given me some homework here - lol. I will respond more after doing my research(and golf). We do have a by-law that initially set up the staggered board seats and how the seats were assigned based on vote totals. I just think they are stacking the deck against me and I will explain below my by-law.

3-100. Number. The Board of Directors shall consist of a minimum of three (3) and a maximum of five (5) persons to serve for a term of three (3) years or until their successors are duly elected as provided herein. The election of Directors shall be as follows: in 2006, three (3) Directors shall be elected. The candidate who receives the most votes will serve for three (3) years. The candidates receiving the second and third most votes will serve for two (2) years. In 2007, two (2) Directors shall be elected for a term of three (3) years to fill the expiring terms of two (2) Directors. In 2008, two (2) Directors shall be elected for a term of three (3) years to fill expiring terms. In 2009, one (1) Director shall be elected for a term of three (3) years. Thereafter, Directors will be elected for a term of three (3) years in a sequence of two (2), two (2), and one (1) as their terms expire. Directors shall be elected at the Annual Meeting of the members by majority vote of

As I mentioned there are 3 sitting BOD members in this election and 1 other candidate(me).

If we have 2 BOD elections, one for the 3-year seats and 1 for the 1-year seat and candidates can declare for both then odds are against me.

Let's say in the 3-year BOD seat election that 2 sitting BOD members came in 1st and 2nd. I came in 3rd and the candidate who is also a BOD member came in 4th.

Now we have the 2nd BOD election(1-year term) which is essentially a run off election between the losers of the first election. The election for the 1-year seat is between me, the person that came in 3rd in the 3-year election against a sitting BOD member that came in 4th. Now how this will most likely play out is that all the owners that voted for the top 2 candidates and sitting BOD members in the first election will throw their vote behind the other BOD member that came in 4th. The 4th place finisher in the 3-year BOD term election will likely come in 1st in the 1-year BOD election.

Yes, our election will be messy as they aways have been as you might have learned from another post of mine. And I might add that the sitting BOD members are not happy with me since I told them I would be voting "directed proxy" and also told them about another issue which is discussed on another thread here.

Thanks,
John

MichaelT21 (Arkansas)
Posts: 462

Posted:

OK.

Our by-laws say that the Board appoints a replacement Board member for the duration of the term. It does not contain language about until the next annual meeting.

JohnC73 (Massachusetts)
Posts: 344

Posted:

Quote:

Posted By AugustinD on 08/24/2022 8:36 AM

1.
I think the ballot instructions are going to be darned confusing to voters.

2.
Is the HOA holding an election on one meeting date and then running another election on another meeting date?

.

Thanks,

Chipping away at responses.

1) - I agree the ballot is going to be very confusing. The cynic in me believes this is intentional and will be used as a reason why owners should NOT used a "directed proxy". The BOD will encourage owners to use a "general proxy" as things will change at the meeting(illegal).

2) - The annual meeting and annual election are on the same day. Not sure if we are the norm or the exception. Each article is discussed then voted on and owners make their choice on a slip of paper, not a ballot. Vote counters collect the slips of paper and then go into a room and tally up the vote.

So, I assume that once the vote has been tallied for the first BOD election, the 3-year term that they will announce the candidates for the 1-year term.

Very confusing and messy and this is all just unravelling today. But I'm really looking at this from a fairness angle. Seems really unfair.

Thanks
John

AugustinD
Posts: 1,027

Posted:

Regarding the roles the Condo statute and the corporation statutes play here --

Quote:

Posted By JohnC73 on 08/24/2022 10:19 AM

You have given me some homework here

No, don't sweat it. What you quoted a little while ago from the Condo Act is important:

Quote:

Posted By JohnC73 on 08/24/2022 9:23 AM

NH Condo Act - RSA 356-B40

The Board of directors shall not

(d) Elect members of the board of directors but may fill vacancies in its membership for the unexpired portion of any term or, if earlier, until the next regularly scheduled election of executive board members.

This section of the Condo Act probably answers at least some of my questions. This is because, in a bona fide conflict between a state's corporation statute(s) and a state's Condo statute, the condo statute controls (prevails). For any given state, this is from either the state's case law or the state's statutes.

I think some things still need ironing out, somehow. But I have only guesses on how to proceed.

I can't say the Board is wrong to proceed as it is doing here.

Happy golfing.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

Posted By BillH10 on 08/24/2022 9:47 AM
MichaelT21

It is very common in the association documents I see in Texas for HOAs and condominiums to state when a vacancy on a Board occurs, the Board may appoint a replacement who shall serve until the next Annual Meeting of the Association at which time an election will be held to fill the remaining term, if any, of the seat vacated due to resignation or whatever.

That is the exact situation JohnC73 is facing.

It's common but not universal.

In my community, a person appointed to a vacant position serves until the end of the term, not until the next annual meeting. If you have staggered terms (which we do), forcing appointments to end at the annual meeting messes up the staggering.

For example: We have 3 board positions, each lasting 3 years long and staggered. If somebody resigns a few months into their 3-year term, the board appoints a replacement. At the next annual meeting, that term has 2 years remaining in it. If you force an election, does the new board member serve 2 years (to finish the term) or 3 years (the normal length of a term)? At some point the staggering will be messed up (and worse, people will be making things up as they go along because the bylaws don't address messes like this). We solve this by treating elected and appointed board members the same, and maintaining the staggering is the higher priority because of the benefits it provides (preserving institutional memory and having a mix of experienced and newbie directors).

We've had questions in the past from posters in communities where appointed directors only serve until the next annual meeting, and things had gotten really fouled up. It didn't help that they had 5 or more board positions of varying lengths, which they tried to stagger. It sounded like an Abbott and Costello comedy routine. And it sounds like JohnC73's community is starting to make things up as they go along - 2 elections?

The number of board positions, the length of the terms, whether they're staggered or not, and the treatment of directors (elected vs. appointment) all have to work together in a coherent fashion. You can't change one of them in isolation, or you get messes.

BillH10 (Texas)
Posts: 1,217

Posted:

Cathy

The person elected to fill the vacated seat serves until the end of the original term of the person who resigned. The staggering of terminations is not affected.

"If you force an election, does the new board member serve 2 years (to finish the term)" Yes, the person elected only serves until the end of the original term.

Of course, if the resignation comes in month 30 of a 36 month term, the appointee serves until the end of the term and that's it. If he or she chooses to stand for election, they would be elected for the period of the new term--24, 36 months or whatever is stipulated as the term of the vacant seat.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

Posted By BillH10 on 08/24/2022 11:23 AM
Cathy

The person elected to fill the vacated seat serves until the end of the original term of the person who resigned. The staggering of terminations is not affected.

"If you force an election, does the new board member serve 2 years (to finish the term)" Yes, the person elected only serves until the end of the original term.

Of course, if the resignation comes in month 30 of a 36 month term, the appointee serves until the end of the term and that's it. If he or she chooses to stand for election, they would be elected for the period of the new term--24, 36 months or whatever is stipulated as the term of the vacant seat.

Thanks, that makes sense.

MaxB4
Posts: 3,513

Posted:

And what if all candidates want the three year term?

BillH10 (Texas)
Posts: 1,217

Posted:

My take on who gets what term is this:

--Rank order based on the number of votes.

--If there is a tie, such as if Candidate 1 has 30 votes and Candidates 2 and 3 have 25 each, Flip a coin.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

JohnC73

It seems your BOD makes it up as they go with no one paying attention to association docs. While I do not see the way they are doing it is meant to be nefarious, they are making it difficult. They should make it it simple in the top two vote getters get the 3 year terms, The third highest vote getters gets the one year term. The 4th highest vote getter gets squat.

We recently had a similar situation and that is how we handled it.

JohnC73 (Massachusetts)
Posts: 344

Posted:

Quote:

Posted By JohnC46 on 08/24/2022 2:03 PM
JohnC73

It seems your BOD makes it up as they go with no one paying attention to association docs. While I do not see the way they are doing it is meant to be nefarious, they are making it difficult. They should make it it simple in the top two vote getters get the 3 year terms, The third highest vote getters gets the one year term. The 4th highest vote getter gets squat.

We recently had a similar situation and that is how we handled it.

This is exactly how we have done this in the past. This is not the first time this has happened. We had similar situation in 2003, 2006 and 2010. The seats were slotted by the vote counts just as you say.

Thanks
John

JohnC73 (Massachusetts)
Posts: 344

Posted:

Quote:

In my community, a person appointed to a vacant position serves until the end of the term, not until the next annual meeting. If you have staggered terms (which we do), forcing appointments to end at the annual meeting messes up the staggering.

For example: We have 3 board positions, each lasting 3 years long and staggered. If somebody resigns a few months into their 3-year term, the board appoints a replacement. At the next annual meeting, that term has 2 years remaining in it. If you force an election, does the new board member serve 2 years (to finish the term) or 3 years (the normal length of a term)? At some point the staggering will be messed up (and worse, people will be making things up as they go along because the bylaws don't address messes like this). We solve this by treating elected and appointed board members the same, and maintaining the staggering is the higher priority because of the benefits it provides (preserving institutional memory and having a mix of experienced and newbie directors).

We've had questions in the past from posters in communities where appointed directors only serve until the next annual meeting, and things had gotten really fouled up. It didn't help that they had 5 or more board positions of varying lengths, which they tried to stagger. It sounded like an Abbott and Costello comedy routine. And it sounds like JohnC73's community is starting to make things up as they go along - 2 elections?

The number of board positions, the length of the terms, whether they're staggered or not, and the treatment of directors (elected vs. appointment) all have to work together in a coherent fashion. You can't change one of them in isolation, or you get messes.

I don't think the staggering of the seats is too difficult to retain. For example, this year we have 3 seats open, 2 are for 3-years the other is for 1-year. We have kept the staggering in place. This has happened a few times over the past 15 years.

I like that the BOD can only appoijnt a replacement ONLY until the next election, if the BOD appointed someone to the open seat to fill the remaining term things could get dicey. We did have a BOD candidate step down in 2010 almost immediately after he won his election and then after a world wide search the BOD appointed the resigning BOD members son in-law.

Yes, our BOD is making things up as they go and now owners are starting to pay attention. Hopefully enough owners are paying attention. Spreading the word on Social Media helps. As I stated on another thread, our association is a vacation property for most while some live here for 5 months full time. The weekend warriors like myself just don't pay attention, they are here for a good time.

Thanks
John

JohnC73 (Massachusetts)
Posts: 344

Posted:

Quote:

Posted By MaxB4 on 08/24/2022 11:41 AM
And what if all candidates want the three year term?

And that is one of the issues. As it was presented to me, each candidate can declare that they are running for BOTH. Of course the winners of the first election would be removed from the second election. So, I was asked which election I wanted to run in or both. I think I have a fair chance at winning one of the 3-year seats, but I would get creamed in a run off election between 3rd and 4th place finishers.

I don't even know what to say here. We have always done it differently and held just "one" election where winners would be assigned a seat based on the vote count. The highest vote getter gets the longer of the term and so forth.

Thanks
John

SheliaH (Indiana)
Posts: 6,964

Posted:

Maybe I'm looking at this wrong, but I'd start with considering when the terms of the previous board members were supposed to end. All of the current board members were appointed to fill vacancies, so if NONE of those people had left, when was their term scheduled to end?

Next, if you have staggered terms, do you elect or re-elect one board member yearly or vote for two seats one year and one seat the next? If it's the latter, I would think THIS year's election will be for the two seats filled six months ago and the third run next year. Instead, it sounds like no one kept track of anything and now ALL the seats should be available.

Your terms are for three years, so the board should cut out this "you serve for one year" nonsense. Instead of the candidates debating which seat to run for, it may be easier to fill the seats appointed six months ago and the third seat becomes available next year. Assuming the start of the term is next year, the two winners would run again in 2025 and whoever wins next year would be up in 2026.

Since this board doesn't seem to want to do the work, perhaps you should go through the previous board meeting minutes for the last year or two and calculate all this yourself and present that to the board. Tell them if you win, you expect to serve a full three-year term as everyone else has done.

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

JohnC73 (Massachusetts)
Posts: 344

Posted:

Quote:

Posted By SheliaH on 08/25/2022 6:32 AM
Maybe I'm looking at this wrong, but I'd start with considering when the terms of the previous board members were supposed to end. All of the current board members were appointed to fill vacancies, so if NONE of those people had left, when was their term scheduled to end?

Next, if you have staggered terms, do you elect or re-elect one board member yearly or vote for two seats one year and one seat the next? If it's the latter, I would think THIS year's election will be for the two seats filled six months ago and the third run next year. Instead, it sounds like no one kept track of anything and now ALL the seats should be available.

Your terms are for three years, so the board should cut out this "you serve for one year" nonsense. Instead of the candidates debating which seat to run for, it may be easier to fill the seats appointed six months ago and the third seat becomes available next year. Assuming the start of the term is next year, the two winners would run again in 2025 and whoever wins next year would be up in 2026.

Since this board doesn't seem to want to do the work, perhaps you should go through the previous board meeting minutes for the last year or two and calculate all this yourself and present that to the board. Tell them if you win, you expect to serve a full three-year term as everyone else has done.

Thanks!

This really isn't an unprecedented situation except that we really had a shakeup last October when 4 of the 7 in a leadership role resigned. We lost 2 BOD members, Secretary and Treasurer. Right or Wrong, these officers all resigned because they didn't want to work with another BOD member. This led the owners to gather signatures to hold a Special Meeting so we could elect new officers. Once the BOD received the request for the Owners special meeting they called for a BOD special meeting where they appointed 2 people to the BOD to fill the BOD seats until the Sept Annual meeting per our by-laws.

I agree, I already went through all the Annual meeting results for the past 20 years and found 3 similar instances where BOD seats with different terms where on the ballot. I showed this to the BOD and also showed them our by-law, but haven't received any response. How they were handled in the past is exactly how they should be handled now - IMO. Have 1 election and the seats are assigned based on vote totals. The highest vote total gets the longer term and so forth. Doesn't really seem that complicated.

thanks again
JOhn

SheliaH (Indiana)
Posts: 6,964

Posted:

Well, if the terms are for three years, the number of votes received shouldn't matter - the top 3 (or 2 or 1) each a three-year term - the start date should be based on when the last board member's term was supposed to end. That shouldn't be complicated, but I'm wondering who thought up this latest idea - could it be the board member no one wanted to work with? Or perhaps the two elected six months ago want to keep their spot by any means necessary?

It's interesting your homeowners elect the officers - usually they elect the board and the board members select officers from among themselves. Maybe THAT's part of the underlying problem - too bad the former members didn't call for an executive session and hashed out whatever issues they had with the one board member. It may be that person was (is?) an asshole - or he/she is more level headed and sensible than the rest can cope with.

You also said four of seven people in a leadership role quit last year, losing your secretary and treasurer, and two board members. That's interesting - usually, homeowners elect board members and board members appoint officers from among themselves. Maybe that's the underlying problem that leads to this mess - if they're all board members, they should have just called an executive session to address the personality conflicts with the other board member. That said, it is possible the one board member knew what he/she was talking about and the others didn't want to work with him/her because it would demonstrate how addled they were. It's also possible the one board member was (and still is?) an asshole -and should be voted out no matter what else happens.

If you have another board meeting before the annual, you should bring up your concerns and let all of them know you're running for a three-year term - that's what the Bylaws call for, so just because they can't seem to figure out what happened doesn't mean you have 1 person serve 1 year and the rest three. That doesn't even make sense. You're a candidate, so here's another reason for you to walk around your neighborhood and urge your neighbors to vote for you, as well as call out the current bunch on this foolery. If the ensuing hoohah leads to a call for a special homeowners meeting dealing exclusively with board meetings, so be it. If it isn't too late, maybe other homeowners should step up to run to toss everyone on the current board, and then the community can start over.

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

JohnC73 (Massachusetts)
Posts: 344

Posted:

Thanks Sheila,

I think I mislead a bit. The Secretrary and Treasurer are appointed by the Board of Directors, not voted on. Unfortunately to some extent this makes them pawns. I'm thinking the treasurer could be conflicted knowing that he/she can be terminated by the BOD at any time. With that hanging over their head they might think twice before reporting an issue. I hope not, but I could see it happening.

In our case last year we had a BOD member that was also double dipping as the Association Treasurer. This BOD member quit/resigned, so it was a 2 for 1 loss. The Secretary also resigned as she felt the troublesome BOD member was going to have her fired and replaced.

I think I follow you thought process. Each BOD member is voted to serve a 3-year term, so we are all running for the same 3-year term. The issue we have is our BOD vacancy by-law that says the the BOD can fill any vacancies UNTIL THE NEXT ANNUAL MEETING. And the part that I'm reading into that by-law is that the owners would vote a replacement to fill the remaining term at the annual meeting. So next months elections should have 3 open seats all with a 3-year term. This actually makes sense, but messes up the staggering of BOD seats a little, but not a lot.

I'm not overly concerned about this as I am juggling other, more important issues at the moment, but was curious how other associations handled similar situations. I posted about the other issue on this forum.

I'm hoping the BOD comes to their senses and follows past processes here, but not holding my breath.

Thanks,
John

JohnC73 (Massachusetts)
Posts: 344

Posted:

Quote:

Posted By SheliaH on 08/25/2022 9:11 AM
Well, if the terms are for three years, the number of votes received shouldn't matter - the top 3 (or 2 or 1) each a three-year term - the start date should be based on when the last board member's term was supposed to end. That shouldn't be complicated, but I'm wondering who thought up this latest idea - could it be the board member no one wanted to work with? Or perhaps the two elected six months ago want to keep their spot by any means necessary?

It's interesting your homeowners elect the officers - usually they elect the board and the board members select officers from among themselves. Maybe THAT's part of the underlying problem - too bad the former members didn't call for an executive session and hashed out whatever issues they had with the one board member. It may be that person was (is?) an asshole - or he/she is more level headed and sensible than the rest can cope with.

You also said four of seven people in a leadership role quit last year, losing your secretary and treasurer, and two board members. That's interesting - usually, homeowners elect board members and board members appoint officers from among themselves. Maybe that's the underlying problem that leads to this mess - if they're all board members, they should have just called an executive session to address the personality conflicts with the other board member. That said, it is possible the one board member knew what he/she was talking about and the others didn't want to work with him/her because it would demonstrate how addled they were. It's also possible the one board member was (and still is?) an asshole -and should be voted out no matter what else happens.

If you have another board meeting before the annual, you should bring up your concerns and let all of them know you're running for a three-year term - that's what the Bylaws call for, so just because they can't seem to figure out what happened doesn't mean you have 1 person serve 1 year and the rest three. That doesn't even make sense. You're a candidate, so here's another reason for you to walk around your neighborhood and urge your neighbors to vote for you, as well as call out the current bunch on this foolery. If the ensuing hoohah leads to a call for a special homeowners meeting dealing exclusively with board meetings, so be it. If it isn't too late, maybe other homeowners should step up to run to toss everyone on the current board, and then the community can start over.

Thanks again.

I did mention that I am new to all this HOA stuff, right? Lol.

The NH condo act requires our bylaws to state how BOD members are elected. The second to last sentence states that BOD members are elected to 3-year terms as you stated. So, an election for a 1-year term seems to be a violation of our by-law below.

3-100. Number. The Board of Directors shall consist of a minimum of three (3) and a maximum of five (5) persons to serve for a term of three (3) years or until their successors are duly elected as provided herein. The election of Directors shall be as follows: in 2006, three (3) Directors shall be elected. The candidate who receives the most votes will serve for three (3) years. The candidates receiving the second and third most votes will serve for two (2) years. In 2007, two (2) Directors shall be elected for a term of three (3) years to fill the expiring terms of two (2) Directors. In 2008, two (2) Directors shall be elected for a term of three (3) years to fill expiring terms. In 2009, one (1) Director shall be elected for a term of three (3) years. Thereafter, Directors will be elected for a term of three (3) years in a sequence of two (2), two (2), and one (1) as their terms expire. Directors shall be elected at the Annual Meeting of the members by majority vote of the members entitled to vote at the meeting

SheliaH (Indiana)
Posts: 6,964

Posted:

Good Lord, who wrote this? If it was the developer's attorney, I shouldn't be surprised because it seems they always do a cut-and-paste job on Bylaws and CCRs, although there may be nuances among the communities they build that could make some things unworkable.

This is also why communities that are transitioning to owner control should hire an association attorney who will review the documents and delete all references to the developer.

In this case, I wonder if this came up because there weren't enough people at the time to have a five-member board and so they came up with this mess to gradually add board members as the community grew. They could have kept this simple: there shall be a minimum of three board members and no more than five, each serving a three-year term. Elections shall be on a staggered schedule with at least one board member being up for re-election every year. Board members will serve until their successors are duly elected. If a board member resigns or is removed by the membership via a recall vote, the board will appoint his/her replacement to serve the remainder of the term, or the membership elects a replacement.

Or something like that.

You said your review of the annual meeting minutes showed there have been a few instances where the association went off schedule because people quit, and if this foolishness started in 2006, no wonder things are so confusing today. At this point, maybe it will be easier to vote for three people and then they can all draw straws to see who will serve one year and the rest two. If the one year person is re-elected next year or someone else gets in, his/her three year term starts at that point. Ditto for the remainder when they're up for election in 2024.

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

SheliaH (Indiana)
Posts: 6,964

Posted:

One more thing - since it's now 2022, 15 years after all this started, your community may as well take a look at this section and consider a homeowner vote to revise it so you have clear instructions on how the terms and elections should go. Don't try to write this yourself - have an attorney work with you so you'll be compliant with the law, everyone understands it and the amendment is done according to your documents (hopefully the rest of it makes more sense than this did).

And for heaven's sake, start keeping track of when everyone's terms begin and end. This can be written on the association website or newsletter as part of the board roster, as in "John Jones - term expires September 2024

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

JohnC73 (Massachusetts)
Posts: 344

Posted:

Quote:

Posted By SheliaH on 08/26/2022 11:20 AM
One more thing - since it's now 2022, 15 years after all this started, your community may as well take a look at this section and consider a homeowner vote to revise it so you have clear instructions on how the terms and elections should go. Don't try to write this yourself - have an attorney work with you so you'll be compliant with the law, everyone understands it and the amendment is done according to your documents (hopefully the rest of it makes more sense than this did).

And for heaven's sake, start keeping track of when everyone's terms begin and end. This can be written on the association website or newsletter as part of the board roster, as in "John Jones - term expires September 2024

I actually found another document referenced in our Declaration that ties all of this together. The document is called "Articles of Agreement". Nobody could locate the "Articles of Agreement" document, but I finally did locate it on the Registry of Deeds site.

My interpretation of our bylaws and articles of agreement in terms of the Board election as as follows.

. The seat staggering OPTION was a one time deal. We used this back in 2006 and it is no longer in play.
5-300 of the articles of agreement.

. ALL Board elections after 2007 are for terms of 3 years.

. This year the 3 Board seats up for election are for 3 years.

Articles of Agreement 5-300

5-300. The Association shall have the option to elect the “first” Board of Directors on the basis of staggered terms so that one Director might be elected for a term of 1 year, one director might be elected for a term of 2 years, and so forth

Bylaws 3-100 and 3-300

ARTICLE 3. BOARD OF DIRECTORS

3-100. Number. The Board of Directors shall consist of a minimum of three (3) and a maximum of five (5) persons to serve for a term of three (3) years or until their successors are duly elected as provided herein. The election of Directors shall be as follows: in 2006, three (3) Directors shall be elected. The candidate who receives the most votes will serve for three (3) years. The candidates receiving the second and third most votes will serve for two (2) years. In 2007, two (2) Directors shall be elected for a term of three (3) years to fill the expiring terms of two (2) Directors. In 2008, two (2) Directors shall be elected for a term of three (3) years to fill expiring terms. In 2009, one (1) Director shall be elected for a term of three (3) years. Thereafter, Directors will be elected for a term of three (3) years in a sequence of two (2), two (2), and one (1) as their terms expire. Directors shall be elected at the Annual Meeting of the members by majority vote of the members entitled to vote at the meeting.

3-300. Terms of Office. The Directors may be elected for staggered terms as provided in Article 5-300 of the Articles of Agreement of the Association

Thanks
JOhn

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