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Increasing board membership from 3 to 5 people?

Started by WendyM5 • 21 replies • 449 views

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WendyM5 (North Carolina)
Posts: 1,522
Posted:
What is the effect on increasing Board membership from 3 to 5?
Yes I realize this will require updating the ccr, bylaws, aoi, etc. they have not been updated in 2

The reason I want it is because it's more stable. when only 2 people are needed to decide on something; its very easy for one to persuade the other. adding a 3rd person has a stabilizing effect.

My hoa is very apathetic we only have 3 volunteer board members, no committess, hardly any social events and when one is announced only a handful of people come.

The net effect would probably be no one would run for the 2 open board seats, therefore all 3 board members would need to attend a board meeting to meet quorum. Possible future effect is if people hate the current board they can easily get on the 2 vacant seats and cause change or at least make some waves.

good or bad idea to advocate for this change?
vis ta vie
SheliaH (Indiana)
Posts: 6,964
Posted:
Increasing it to five is a good idea because association business can be delayed when one person doesn't show up for a meeting and you wind up deadlocked. As you know, some business can't wait and not addressing g it in a timely manner can result in more costs to the association

Your bigger problem is apathy- if that doesn't get fixed, you'll have trouble finding five people to run, let alone sticking around long enough to figure out how to run the association according to the documents ( which most haven't read anyway). Unless that gets resolved, you can suggest it, but I don't know how much traction it'll develop.
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:
Our docs say a BOD of 3 to 7. We have always operated with 5 which the first BOD though was sufficient but we have had as few as 3 as we did not fill vacancies. We waited until the next Annual Meeting to do so.
ElleN (Idaho)
Posts: 4,420
Posted:
Quote:
Posted By WendyM5 on 06/16/2023 7:19 AM
My hoa is very apathetic we only have 3 volunteer board members, no committess, hardly any social events and when one is announced only a handful of people come.

The net effect would probably be no one would run for the 2 open board seats, therefore all 3 board members would need to attend a board meeting to meet quorum. Possible future effect is if people hate the current board they can easily get on the 2 vacant seats and cause change or at least make some waves.
When seats are vacant, no way is it necessarily easy to get on the board. If two of the three directors do not like a person, then the person will not be appointed.

But what can happen is that two buddies who hate the third director can appoint more buddies and make life even more miserable for the third director.

With the apathy, and to minimize chatter and dissension about board seats being left empty, and given how rare it is to find competent people for a board, I would be inclined to leave the number fixed at three.

Let's see if anyone posts anything to change my mind.
JackieB4 (California)
Posts: 398
Posted:
Ellen, I feel you hit the nail on the head. Apathy + lack of transparency quietly dissolves exposing community issues. Many of us have seen Board vacancies remain unfilled by interested members due to the perception interested members might rock the (much-needed) boat. Honest CA HOA leadership seems to be swimming upstream with lack of gov.(HOA) oversite. To increase the Board (IMHO) adds fuel to the fire.
WendyM5 (North Carolina)
Posts: 1,522
Posted:
Quote:
Posted By ElleN on 06/16/2023 8:19 AM
Posted By WendyM5 on 06/16/2023 7:19 AM
My hoa is very apathetic we only have 3 volunteer board members, no committess, hardly any social events and when one is announced only a handful of people come.

The net effect would probably be no one would run for the 2 open board seats, therefore all 3 board members would need to attend a board meeting to meet quorum. Possible future effect is if people hate the current board they can easily get on the 2 vacant seats and cause change or at least make some waves.
When seats are vacant, no way is it necessarily easy to get on the board. If two of the three directors do not like a person, then the person will not be appointed.

But what can happen is that two buddies who hate the third director can appoint more buddies and make life even more miserable for the third director.

With the apathy, and to minimize chatter and dissension about board seats being left empty, and given how rare it is to find competent people for a board, I would be inclined to leave the number fixed at three.

Let's see if anyone posts anything to change my mind.

Sure they can appoint all they want, but with elections every year, there will be at least 1 seat or 2 seats open for election and there is no mechanism for the board to defeat an opposing party except for getting the votes needed.
vis ta vie
ElleN (Idaho)
Posts: 4,420
Posted:
Quote:
Posted By WendyM5 on 06/16/2023 11:51 AM
Sure they can appoint all they want, but with elections every year, there will be at least 1 seat or 2 seats open for election and there is no mechanism for the board to defeat an opposing party except for getting the votes needed.
My bad; you are right about the annual election.

I am thinking back to my former condo association (about 200 units; bylaws specify three directors). Some owners wanted to increase the board (via amendment) to five seats. This was because of an entrenched rogu-ish pair holding two of the three seats year after year. But of course, the owners let these two run things. Meaning that, as much as anything else, either apathy was running things at this HOA, or people were fine with the board not following the covenants (just as long as these people did not have to do all the work of being on the board). Which is where your HOA seems to be.
TerriS6 (California)
Posts: 3,284
Posted:
We have five and they all vote with the chairman 100% of the time, never have questions or discussion before a vote. Stick with 3.
WendyM5 (North Carolina)
Posts: 1,522
Posted:
Quote:
Posted By TerriS6 on 06/16/2023 12:53 PM
We have five and they all vote with the chairman 100% of the time, never have questions or discussion before a vote. Stick with 3.

lol maybe you need to increase your board seats to 7, 9 or 11. eventually someone elected will get a spine?
vis ta vie
KerryL1 (California)
Posts: 14,550
Posted:
Good reasoning to see you weigh the pros & cons, Wendy. I know you've tired to elicit more participation from your fellow owners and you're also working hard in other ways. Do any of your surveys suggest any t topics that might interest an Owner--or more-- enough to want to serve?

First, I think it'd be unusual to see the number of directors specified in the CC&Rs. So only if in the bylaws, maybe not too hard to change. I know sometimes we see the # specified in the Articles (AOI).

With the right attorney, your amended Bylaws can state that a board quorum is, for example, in our "Section 4.9. Board Quorum Requirements. A majority of the number of Directors then in office, shall constitute a quorum for the transaction of business at any Board meeting." Our Bylaws were amended last year and a highly experienced HOA attorney did the work. So if directors drop out, you can make quorum potentially with two. I think you've already written if directors miss x meetings, they're out.

But your main point is really important. Finding enough Owners to serve in the first place. And, of course, with staggered terms you'd have the chance for good turnover every year if some directors don't pan out in a positive way and IF owners will vote.

Our old Bylaws permitted the original board of 5 to be expanded to 7. We had a terrible board and wanted to get rid of some of them. We non-directors wanted to "pack" the board. They always complained of being overworked so many owners at open board meetings open open forum badgered them to expand the Board to 7. They did. The chose 2 who could only serve until the next election 3 months later. Yeah, the 2 stuck with the stupid board, BUT, neither ran to be elected due to their bad experiences on this Board. So 4 seats were open in the fall and we got 3 of them filled with good people. There were now enough of us that we could force them to follow the Bylaws, state law, etc. A year later we "good guys" had a majority.

But the thing is, we do have a enough interested owners due a lot to many being of retirement age. And maybe Wendy's HOA is mainly young families. I can easily see that many of them are neither apathetic nor necessarily satisfied, but very, very busy.

My own personality, social philosophy, and many years of board experience is that more voices and minds are a good thing and healthy for HOAs. Without committees, 3 lone directors and an offsite PM who only now "does the books," I think, sounds too isolated to me. But, 3 directors seem to work well in JohnC's experience.....
WendyM5 (North Carolina)
Posts: 1,522
Posted:
First survey we did asked for demographic information, but we only got 15% response. Best response was with last survey at 35%, so maybe people are slowly learning we are trying to more democratic and future survey's will get more participation? At any rate I do not know the demographics of the neighborhood and while I would like to go door to door and talk to people we've got bigger issues right now like setting up the new financial mgt company and updating the 27 year old bylaws, which have never been updated.
vis ta vie
LizD3 (California)
Posts: 200
Posted:
I think the issue is not quantity, but quality. You don’t need more Board members, you need better ones (and better neighbors) who are not apathetic.

It is also tougher coordinating 5 people than 3.

And social events? People are less enthusiastic about enforced engagement (partying with the neighbors versus partying with friends). Instead of making a party and expecting everyone to come, make friends then invite them to a party.
WendyM5 (North Carolina)
Posts: 1,522
Posted:
Quote:
Posted By LizD3 on 06/18/2023 9:03 AM

It is also tougher coordinating 5 people than 3.


BINGO, that's the whole reason for having more board members to make decisions that involve more people and are thus more balanced instead of beingn on the far left or right.
vis ta vie
ElleN (Idaho)
Posts: 4,420
Posted:
It's true that the more people who submit guesses about how many jelly beans are in a jar, the higher the probability is that the average of all the guesses will be to the actual number of jelly beans.

But I would say going from a mere three to (still a mere) five guessers minusculely changes the probability that the board will get things right. Evidence: All the reports from people with boards with five or more directors. The number of directors seems to be no insurance against rogu-ish behavior.

WendyM5 (North Carolina)
Posts: 1,522
Posted:
Quote:
Posted By ElleN on 06/18/2023 11:05 AM
It's true that the more people who submit guesses about how many jelly beans are in a jar, the higher the probability is that the average of all the guesses will be to the actual number of jelly beans.

But I would say going from a mere three to (still a mere) five guessers minusculely changes the probability that the board will get things right. Evidence: All the reports from people with boards with five or more directors. The number of directors seems to be no insurance against rogu-ish behavior.


I'll take a 10% increase any day. hell maybe I'll suggest 7 BOD. that's probably what it takes to run the HOA well anyways.
vis ta vie
KerryL1 (California)
Posts: 14,550
Posted:
I'm with you Wendy, the more voices, the higher probability there'll be a larger number of ways to look at matters and think about things. This always is a plus to my way of thinking. In addition, the better opportunity to delegate to individual directors without overburdening any. Among our active Board of 6, there always are 1-2 & sometimes 3. Chance's are better for active thoughtful directors with more of 'em. Wendy has hinted that on their board of 3, 2 do very little. This must very frustrating.

My 14 year experience on my HOA's board l is that there's deadwood on every board--directors who don't work at governing or at leaning our documents and state statutes. This also was the case in my previous many years with a governing body of more than a dozen. Then 2-4 were pretty worthless.

With our Board of 6 (it's really 7 but our commercial director, required by our Bylaws, hasn't attended board meetings in a long time), over many year there's been no problems scheduling board meetings and Zoom makes it even easier. The boards I was on and the ones I've observed every month since retiring in late '21, do not engage in guess work.

BUT, if you don't have volunteers...what can you do? To me, though, It's a good sign that you rec'd more response on your last survey.
ElleN (Idaho)
Posts: 4,420
Posted:
Quote:
Posted By WendyM5 on 06/18/2023 11:19 AM
Posted By ElleN on 06/18/2023 11:05 AM
It's true that the more people who submit guesses about how many jelly beans are in a jar, the higher the probability is that the average of all the guesses will be to the actual number of jelly beans.

But I would say going from a mere three to (still a mere) five guessers minusculely changes the probability that the board will get things right. Evidence: All the reports from people with boards with five or more directors. The number of directors seems to be no insurance against rogu-ish behavior.



I'll take a 10% increase any day.
I'd call it an increase closer to 0.01%, especially in an apathetic community. This minuscule increase has to be weighed against the drawbacks of more directors. It's more people to educate on the structure of HOAs, for one. There's no guarantee that some of these new directors can be educated.

You seem convinced five would be better than three, even with the apathy in your HOA. For your HOA right now, my first priority would be the board's interviewing attorneys and hiring a new one.
WendyM5 (North Carolina)
Posts: 1,522
Posted:
never thought about interviewing attourneys. Given they charge $100 per 15 minutes I just assumed they would not want to be interviewed. Probably just best to call them and ask them questions directly that's the only way I've been able to get a hold of one.
Trying to find a lawyer that is not a CAI member might be hard.
vis ta vie
ElleN (Idaho)
Posts: 4,420
Posted:
In my experience, HOA attorneys agree to interviews with prospective client HOAs all the time, at no charge.

It should be the board interviewing attorneys, not one person.

Of course, if your board is dysfunctional, and one or two of you think violating the covenants and state law about the board making decisions is necessary, then oh well.

I am reminded of the observation relayed at HOAtalk at times about those critical of the board getting on it and then just ending up...

Anyway, it is a tough job. Anyone critical of prior boards, who then gets on the board, and realizes that it is not an easy job is at least learning something about themselves, how to function with others as a unit, and more.
WendyM5 (North Carolina)
Posts: 1,522
Posted:
Quote:
Posted By ElleN on 06/18/2023 12:06 PM
In my experience, HOA attorneys agree to interviews with prospective client HOAs all the time, at no charge.

It should be the board interviewing attorneys, not one person.

Of course, if your board is dysfunctional, and one or two of you think violating the covenants and state law about the board making decisions is necessary, then oh well.

I am reminded of the observation relayed at HOAtalk at times about those critical of the board getting on it and then just ending up...

Anyway, it is a tough job. Anyone critical of prior boards, who then gets on the board, and realizes that it is not an easy job is at least learning something about themselves, how to function with others as a unit, and more.

just did that for hiring a new financial manager and it was a 1.75 hr meeting with 3 hrs of prep to make comparison cost table, line up all presenters and get contracts and read them all, most meetings are 40 to 60min.
vis ta vie
TinaF4 (new york)
Posts: 22
Posted:
Do members vote to increase the board? If so, is there an election for the new additional seats?

I would think if the board gets to appoint whoever they want to the two new seats, then you are stuck with the same situation of them voting in unison. Unless the added new board seats are voted on by members. then you have a chance of having an board with a more open mind.
KerryL1 (California)
Posts: 14,550
Posted:
That's seems like a good question, Tina, and good point. In my HOA's case, the ability of the Board to choose two additional directors already was in the Bylaws. But we in opposition to that Board wanted them to do it because they new directors only would serve two months. We knew the 2 new ones would go along with the Bad Board. BUT, as in my above, at the election, we were able to get 3 good people elected.

If an Association is starting form scratch to amend its bylaws to expand the board, their wording would matter. It could state that the Board shall be expanded to 5 members effective xx/xx/xxxx. The additional directors shall eye elected y a simple majority of the qualified membership.

BUT: any board considering this amendment wants to get the wording from an HOA attorney. As Wendy points out, the articles of incorporation (AOI) might need to be amended too.

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