Terms of office

I live in small HOA and our Annual meeting is coming up and our Board in a news letter to the community stated that they intend to change the wording of the By-Law regarding Term of office for the Directors. Right now it states "At the first annual meeting the members shall elect one director for a term of one year, one director for a term of 2 years and one director for three years, and at each annual meeting thereafter the members shall be elected for a term of three years. We have a five member Board, so at each annual meeting there are always 3 positions to vote for and then one person is elected to the three year and the other two are in for one year.
So now the Board wants to do away with the present wording and basically allow them to chose there own term of office with no proper guidelines to follow. Shouldn't there be a limit in writing for members to follow so that there is always a turnaround otherwise you can end up with a dictatorship if they decide they all want a five year term?
Also Since they are planning to do this at the annual meeting the By-laws state you only need a majority vote of members present in person or by proxy. At every meeting for the past ten years only the same 20 homeowners show up out of 84 homes. For a quorum you only need 1/10 th of members present so that is usuall y covered. In the packet sent out for the annual meeting they did not enclose and kind of proxy form for members who can not show up to cast there vote.
Does this sound like the proper way to conduct this. Always in the past ballots were sent out and everyone given a chance to vote.

Eric:

Proxy ballots should have gone out with the Notice of the Annual Meeting, so the out of Towners can vote as well. As for the amendment to the Bylaws that requires a percentage of the membership to change. The board cannot just change them without a membership vote.

Check your governing documents to see what they say.

If your association's first AM was in 2005 or earlier, your by-laws already are correct; either one or two (not three!) positions should be up; and every board member gets a three-year term. Every year, either one or two board positions are up (staggered 2/2/1 in some order). This allows for fresh blood, but also allows for some institutional memory. Caveat: depending on further reading of your by-laws, if the board fills a vacant board position outside of a regular AM, your by-laws might state that that that appointed board member's position is to be voted on at the next AM; in this case, then you could have the one or two regularly-scheduled 3-year terms, plus the remainder of the appointee's term. (The appointee's position may be up at the next AM anyway, in which case you'd have only one or two positions available for election.) Other than appointments to fill vacancies, no board member has a one-year term, according to your by-laws, after the first AM (ie. the person(s) elected for a one-year term at the first AM can run at the next AM - but only for a three-year term.

Given that the board doesn't understand its own by-laws, has it consulted the assn's attorney for clarification before it amends something that doesn't need to be amended?

The association votes for the board members, who then vote for which board member will hold which office.

I'm curious, does anyone's bylaws include term limits?
My experience not just with our condo board but other boards I am on, they do not employ term limits.
While that may have some advantages, I see it really being abused.
Inevitably, the outgoing board members say they want to stay on, and the railroad is running, and they are "perpetual board members".
New people get frustrated and walk away.

Yes, I was on a board with 3 year term, 3 term limit, then (off one year) and then eligible for re-election.

So let me understand this Susan, you were on the board for 9 years, then off one, now back on again for up to another 9?
I sure am glad our US President can't do that!
Oh wait, isnt' that almost what Bill Clinton is trying to do?

Thanks for all the replies.
New members are not hard to find. But good ones seem to be. This Board does not like long meetings but specifically having elections every year. The current president has his own views and interpertations and if you question him you are unreasonable in his eyes as his interpertations are the ony way. And this is documented by him in his official deposition from a previous Law Suit which he was involved in.
As I stated in the past any type of change was conducted with a vote and all members were delivered a ballot and a proxy form and either turned in at the meeting or mailed in. But everyone was given the chance to vote. Now they do not send out the ballot or a proxy nor do they send the packets to the homeowner who lives out of town but give it to the renter.
Trying not to let this HOA fall in to a hole it can not get out of. So I guess I will Be the most unreasonable person in this HOA.