Transitioning from a 5 to 3 member board

Started by BarbaraD12 • 3 replies • 274 views

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BarbaraD12 (Washington)
Posts: 24

Posted:

We currently have a five member board and are in the process of amending our documents to a three member board.
We currently stagger our three year terms. Next year when this takes effect, there will be two board positions available reducing the board to three. If the two leaving would like to remain on the board for another three years, would two of the existing board members need to step down in order to allow the other two to remain on?
Or, are they automatically disqualified until another opening occurs?

KerryL1 (California)
Posts: 14,550

Posted:

How many of the current directors' term will have expired by your annual election next year?? If any director's term will have expired, and they not to continue as a director, they must once again become a candidate IF there are any opening.

But I'm not sure I'm understanding your post. Perhaps that's why you're not getting replies. Owners now are voting to amend your Bylaws so that there'll be 3 instead of 5 directors, right? If that is so, the directors whose terms do not expire at the annual meeting next year will continue to serve out their 3-year term. This whose terms expire next year are finished serving.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Maybe allow natural attrition to get you down to 3, rather than trying to do it all at once? You'll have to word the bylaw amendments properly to allow for this, but as you noted, you already have to allow for the possibility that the two board members whose terms are expiring had planned to run again. (Have you asked them? This may not be an issue at all. Communities that want to go this route often do so because they have problems filling all of the board positions.)

Are you working with an attorney on the re-wording of your bylaws? That person could be helpful.

WendyM5 (North Carolina)
Posts: 1,522

Posted:

you should amend bylaws to state 3 or 5 board members. that way in years where no one is volunteering the board can still function with a minimum of 3 and other years when more wnat to partcipate you can do 5 members.

vis ta vie

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