# of Board Members, and A.R.B

Started by PeggyH • 8 replies • 2096 views

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PeggyH
Posts: 36

Posted:

Is there any reason we can not have 4 board members on our board,a president, vice-president,secretary, and a treasurer? Also can a board member be on the Architectural Review Board? We are in South Carolina if that helps. I can't find anything in the By-Laws or C C & R's.

CharlesW1
Posts: 817

Posted:

PeggyH,

It is highly suggested NEVER to have an even number of board members (4,6,8, etc). An ODD number (3,5,7,9,etc) is always best that way a tie vote can be avoided.

Your By-laws will provide these positions for you. I will also find where this is noted in our By-laws and post it later.

Others (more experienced) will clarify my post, I’m sure
Chuck W.

DonnaS
Posts: 5,596

Posted:

Peggy,
Your Articles of Incorporation will have the number of Board members required. If it is not there then it could be in the ByLaws but it belongs in the Articles.
DEFINITELY, NEVER EVER have an even number of BOD. Yes, a board member can be on the ARB if your CC&Rs allow for it. Ours does not and states that the ARB shall be made up of 3 to 7 members , including non members, who are of expertise in grounds, landscape, design, and architectural backgrounds. Look in your CC&Rs either in the description of the landscape approval or the ARB description and it should be burried in there. Otherwise, it can be a Board action to set up the requirements for the committee as it is under the Boards care.

GeraldT4
Posts: 1,011

Posted:

PeggyH - President, vp, secretary, and treasurer, are officer positions. A Director is a Board member that may also be an officer, just depends on what your governing documents state regarding who can or cannot be an officer. The reason an even number makes no sense is because of the possibility of a tie vote. It's wise is a Board member not serve as a committee member, rather as a liaison from the committee to the Board if anything. A Board member should not be judge and jury in ARB matters.

SusanW1
Posts: 5,197

Posted:

I have seen many Articles that don't name the exact number of members on the Board, only that a board should exist, and the number stated in the bylaws.

Having an odd number of board members does not ensure there will never be a tie vote (remember absentions and absent members), so an odd number is encouraged.

GeraldT4
Posts: 1,011

Posted:

SusanW1 - You have to admit though, that with an even number of Board members it virtually guarantees a member abstain, or that a tie could occur. With an odd number at least there is a chance there will be no vote.

GeraldT4
Posts: 1,011

Posted:

oops, I meant with an odd number at least there is a chance there will be no tie!! LOL.

GloriaM
Posts: 820

Posted:

Peggy:

The above posters have answered your 1st question of number of board members odd/even. However your last question can a board member be on the ARC, in most cases I would say yes, however there have been some documents I have seen that requires a separate ARC Committee. I would say look at your governing documents for the answer.

PaulM
Posts: 1,325

Posted:

PeggyH: Re can a B-member be on the Architectural Review Board? It is common for a B-member to act as a liaison between the Board and the Arch. Committee.
This person may sit and observe, not to give input except when asked for info.

The Arch. Committee gives their recommendations to the Board but usually does not have the final say in the decision--the Board does.

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