STAGGERED TERMS FOR BOARD

LindaA1,
The wording you quoted does not, in my view, suffiently define the terms of your board members. I think what is being sought here is to have a 9-member board with each board member having a three-year term with three terms expiring each yar ao that there is an overlap in board members. When this is set up for the first time, which is all you have done here, you also need to say what happens in the future. Try this and see if it's what you want:

"The Board of Directors shall be comprised of nine (9) members. Upon implementation of this section, at a meeting of the homeowners duly called for this purpose, three (3) members shall be elected to a one-year term, three (3) members shall be elected to a two-year term, and three (3) members shall be elected to a three-year term. Thereafter, three (3) board members shall be elected annually at a meeting of the homeowners duly called for such purpose and shall serve for a term of three (3) years, or until their successors have been elected."

Is this what you want to happen? This sets up the initial board. Then after the first year, 3 members terms are up and 3 new board members are elected for a 3 year term. The following year, 3 more board members terns are up and you elect their replacements for three years and so forth. After the third year you have an election for 3 new board members each year, and each serves a 3-year term. By the way, the part that reads "or until his successor is elected" provides you with continuity. If you simply said the terms were for 3 years and if this year you hold elections on November 1 and next year you don't have the elections until November 20, then for the period in between November 1 and November 20 you would have only a six member board. The "until their successors have been elected" part allows them to remain on the board until you can have the election.

Does this help?

my guess is that this quote came from your bylaws and spoke regarding the setting up of the initial board: ie, you elect 9 people to the original board, 3 of them for a 3 year term, 3 for a 2 year term, and 3 for a 1 year term.

Then, when the year runs up, those with a 1 year term need to be "elected". the SECOND group of people so elected serve for an entire 3 year term. Then, the 2 year termers come up for reelection, and their successors get a 3 year term, and lastly, the original 3 year termers come up for reelection, and their successors get a 3 year term. After that, you just repeat the cycle, with one third of your board up for electon every year.

ACTUALLY...The original Bylaw states that Board members are elected for one year. Three years ago at an annual meeting, it was supposedly changed to "staggered terms". The only record of this is in the annual minutes as stated. Should this change have been recorded elsewhere also?

By the way, it poses another question...Who changes Bylaws? The whole association per vote or the Board?

Thanks

Bruce,

Under our Bylaws:

"The By-laws of the corporation may be amended, added to, rescinded or repealed at any meeting of the members, provided notice of the proprosed change is given in the notice of the meeting. Subject t the power of the members to alter, amend or repeal any By-Laws made by the Board of Directors, the Board of Directors at any meeting may make additional By=Laws for the corporation and may from time to time amend, add to, rescind or repeal these By-Laws. No amendment shall make any changes in the qualifications for membership nor the voting rights fo members without approval in writing by three-fourths majority vote of all members"

Does this give the Board the ability to change By-laws at will? Since members of the Board vote independently, does the last sentence mean that 3/4 of whole association need to approve in writing these kind of changes?

Thanks again...I appreciate your time!

LindaA1,
The bylaw amendment provision you quoted is very confusing, but I think I can figure it out. The best I can do is guess what is intended.

"The By-laws of the corporation may be amended, added to, rescinded or repealed at any meeting of the members, provided notice of the proprosed change is given in the notice of the meeting." -- This sentence tells me that to amend the bylaws the proposed change must first be sent to the members (homeowners) in writing, along with the notice of a meeting to be held for the purpose of voting to amend the bylaws. In other words, amendement of the bylaws requires a vote of the homeowners.

"Subject t the power of the members to alter, amend or repeal any By-Laws made by the Board of Directors, the Board of Directors at any meeting may make additional By=Laws for the corporation and may from time to time amend, add to, rescind or repeal these By-Laws." -- I think this says that the Board can make amendments to the bylaws, but the members (homeowners) have the power to make changes to the proposed amendments at the meeting described above. In other words, the homeowners have the final say.

"No amendment shall make any changes in the qualifications for membership nor the voting rights fo members without approval in writing by three-fourths majority vote of all members" -- The first part of this is very clear. It says that you can't make any amendment that changes who can be a member nor that changes to voting rights of any member. That is probably defined anyway in the Declaration, CCRs, by statute, or whatever. The last part about three-fourths of all members is a bit confusing in that I don't know if it's intended to apply to the entire paragraph (the vote required to amend the bylaws) or to just the last sentence (voting to make a change in the requirements for membership). If it applies only to the last sentence, which I have seen before, then what vote is required to amend the bylaws if the amendment doesn't include such a change?

Anyway, to boil it all down, I think the process goes like this:

1. The board starts the process by drafting the proposed amendments to the bylaws.
2. The board then votes on the proposed amendments. Since no vote requirements are stated, I assume approval of the amendments takes a simple majority.
3. The board then calls a meeting of the members (homeowners) for the purpose of amending the bylaws, and includes with the notice a copy of the proposed amendments that have been passed by the board.
4. The members (homeowners) meet. At the meeting, thay can make changes to the proposed bylaws, add to them, or delete any proposed amendments.
5. The members (homeowners) then vote on the final version of the proposed amendments. If the proposed amendments make any change to the requirements of being a member, or to the voting rights of a member, then at least 75% of the members must approve the change. I don't know what the voting requirement is if the proposed amendments don't include such a change. It could be either a simple majority or 75%.

By the way, I think 75% is too high for general amendments to bylaws. I think 2/3 would be more like it. I have seen a 75% requirement for things like qualifications for membership and voting rights, as used here, but such changes are generally made in more stringent documents like Declarations or CCRs and not bylaws.

In any case, while you're at amending your bylaws, you might want to make the procedure for amending them more clear as well.

LindaA1: I thought I would jump in here but I don't want to add any more confusion to the dilemma you have. I just want to encourage you to learn
the difference in your documents between terms of office and an elected seat on the Board for a period of time. There is a definite distinction to be made and understand before you amend the bylaws.

You posted that your Bylaws state 'a term of one year'. This IN ITSELF does not explain if it is an elected seat to the Board of if the Officer's role only lasts one year while holding a Seat on the Board for 2 or 3 years. I'll try to make it clearer. A membership-elected person holds a Seat on the Board for the amount of time his TERM is stated in the Bylaws. (This is what your Bylaws are speaking about when it states terms of 3 years.) The
membership-elected Board members then (among temselves) decide WHO will hold what Office/Role/Responsibility for one year since each year there is another member-election and with the added new member, roles are reviewed and possibly changed around.

This can be confusing, but just think of it as 2 separate types of 'terms of serving". One is to serve out your Term by holding a Seat on the Board of 3 years; while the other is to occupy a certain Officer-Term of one year, and possibly changing to another Officer role for each of the next two years of your Seat Term.

I hope I helped somewhat in clarifying before you try to make changes to your present documents and their meaning.

LindaA1,
Oh, i forgot about your question, "need Bylaw amendments be registered with the state as do our covenant amendments?"

I would guess no, they do not, but it depends on your state laws. In other words, only if your state requires it. I know in Connecticut amendments to bylaws do not have to be recorded with the state or with any municipality.

Paul and Bruce,

You are correct. Our original documents defined a Director's term to be one year. The original docurments also state that the "members" annually elect officers. Since the change, the Board has reelected officers yearly.

The goal would be to return to the original documents or at least to shorten terms for individual "Directors".

As stated above, the three years is not working due to people resigning, people remaining on the Board longer than original term due to not being aware of original term (no records kept) and new "appointees" and "electees" who are unclear exactly who they are replacing and what the term is...

If one could figure it out, if a person fills a resigned slot, am I correct that they would fill the term that is left?

VERY CONFUSING!!

Thank you both!

LindaA1,
And just to add to what Paul has said, if a board member resigns, and if that person is also an officer and resigns that position as well (note, a person does not have to resign both positions, but I don't see why a person would keep one position and resign the other . . . but anything is possible) then both positions are filled by the board. The board will APPOINT a person to fill the vacant position on the board for the remainder of the term (whatever is left), but will ELECT a new person to fill the vacant officer position. (Actually, since it is a board action, in reality both positions are being elected by the board.)

But, (and here we go with the confusion again), if the PRESIDENT resigns, the usual rule according to common parliamentary procedure is that the vice president becomes president and the board elects a new vice president. If the bylaws say differently, if course, then that's what you do.