Re-electing Board members by default?

Started by EricaR4 • 4 replies • 237 views

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EricaR4 (Utah)
Posts: 3

Posted:

Our bylaws state "Members of the Board of Trustees shall serve for terms of two (2) years beginning immediately upon their election by the Association; provided, however, that a majority of the members of the Board of Trustees first elected by the Association shall serve for an initial term of one (1) year and the balance shall serve for initial terms of two (2) years. Thereafter, all members of the Board of Trustees elected shall serve for two-year terms. The members of the Board shall serve until their respective successors are elected, or until their death, resignation or removal. Any member of the Board of Trustees who fails to attend three consecutive Board meetings or fails to attend at least 25% of the Board meetings held during any fiscal year shall be deemed to have tendered his resignation, and upon acceptance by the Board of Trustees his position shall be vacant."
Our annual meeting is tomorrow, where 5 positions should be filled. There is only 1 person who has volunteered to serve on the board. The announcement said "everyone else will be reelected by default".
I've seen so many posts on this forum that say there are vacancies on the board. Is this whole re-election by default concept even allowed??

LetA (Nevada)
Posts: 2,679

Posted:

It's called re-election by acclimation. This happens quite often when there are no other members running for BOD positions.

KerryL1 (California)
Posts: 14,550

Posted:

I may be wrong, but I think election by acclamation refers to situations when the number of candidates is the same as or fewer than the number of openings.

Given the OP's citation, it looks like board members continue to serve whether or not they formally apply as candidates? I haven't heard of that before, but learn something new every day. Maybe it's a Utah thing?

But how many board members ARE there? The first part of the OP's bylaws citation is clear that there should be "staggered terms." So if the number of directors should be five, two openings one year, and three the next. Not all five at the same time.

Finally, if one person did apply how/who decides who of the fit ve who want to remain will serve

CathyA3 (Ohio)
Posts: 6,299

Posted:

I've seen similar situations to what the OP describes. It isn't quite "election by acclimation" because no one is a candidate. It's more a case of the current board members being willing to continue serving and no one else being willing to, so the current board members remain in place.

That said, if the bylaws specify staggered terms and/or terms of varying lengths, it's best to go through at least the motions of holding an election so that you know which terms are ending when - otherwise they'll be messed up six ways to Sunday trying to figure this out on the fly.

Erica didn't ask, but those bylaws should be amended so that people have a fighting chance of getting it right. Variable term lengths and term lengths that depend on the lengths of the other terms strike me as complexity for the sake of complexity, and IMHO it's counterproductive. It's hard enough to keep straight something like three board members serving staggered three-year terms when you have to deal with resignations and appointments to vacant terms, and those sorts of things are common in community associations. Board service is hard enough, and there are always a few people who see nefarious deeds in everything a board does. Why make things more difficult than they have to be and give the complainers more ammunition? That doesn't serve anyone's best interests.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Erica

As I read it, it is away of staggering the BOD so not all positions are open every year. With a BOD of five, two positions will be open (for a two year term) one year and the next year, three positions will be open. This is how my HOA operates.

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