What is the ideal number of BOD or ratio of BOD to the number of homeowners?

Started by BelindaC2 • 39 replies • 2541 views

💬 Join us to post & get advice from 50,000 HOA & Condo leaders.

⚡ Takes 30 seconds

Already a member? Log in

BelindaC2 (California)
Posts: 2

Posted:

Our BOD is composed of a chairman, one member at large and secretary treasurer, then the manager of the HOA Management. Very small and controlling indeed.

No where in our documents say how many BOD should there be, or perhaps I'm not aware where and how to go about this. What would be the best way to approach this situation?

Appreciate your response.

Belinda

SusanW1 (Michigan)
Posts: 5,202

Posted:

More importantly, what standing, ad hoc or appointed committees are there? (Finance, Bylaws, Architecture, Grounds and Maintenance, Social/Programs, other?)

The entire picture needs to be looked at, just not the size of the Board.

GeraldT4
Posts: 1,022

Posted:

BelindaC2 - Please clarify: Your BOD is composed of a chairman, director (one member at large), a secretary, and a treasurer (which is 4 members)? Or a chairman, director (one member at large), and a secretary that also serves as a treasurer (which is 3 members)?

Doe your documents specify anything about Transition Elections, meaning after a certain percentage of the development is constructed the Developer's seats are elected by the owners to bill Director seats A, B, C, etc?

JC3
Posts: 290

Posted:

Maybe there isn't any.
It takes as many board members as it takes.
Our association of about 1000 owners has 5 bms, and it has worked well for years.

RichardP13 (California)
Posts: 1,767

Posted:

Is there a restriction on the number of committee members a specific committee may have?

MicheleD (Kentucky)
Posts: 4,491

Posted:

Quote:

Posted By RichardP13 on 10/13/2009 8:05 PM
Is there a restriction on the number of committee members a specific committee may have?

As many as it takes to get the job done, plus one.

Actually, MOST corporate documents and by-laws do not how big (or little) committees must be, or should be. That really depends on the mission of the committee and how many people it takes to be effective.

On the other hand, most corporate documents and/or by-laws will specify how big (or little) the board of directors should be.

What seems to be your organization's problem with committees?

MicheleD (Kentucky)
Posts: 4,491

Posted:

CORRECTION:

"Actually, MOST corporate documents and by-laws do not *specify* how big (or little) committees must be, . . "

RichardP13 (California)
Posts: 1,767

Posted:

Thanks Michele

We have a PM that says they want to limit the members to 5. They also want the members to fill out the same form that you would present if you were to run for BOD. Again, this is a new PM, three weeks, that the BOD is letting take control of the HOA.

SusanW1 (Michigan)
Posts: 5,202

Posted:

The PM works FOR the board, so WHY is your PM even talking to the board about its size?
Your bylaws should outline the number of board members and their duties.

RichardP13 (California)
Posts: 1,767

Posted:

Our BOD works for the PM in this case.

MicheleD (Kentucky)
Posts: 4,491

Posted:

Quote:

Posted By SusanW1 on 10/13/2009 8:51 PM
The PM works FOR the board, so WHY is your PM even talking to the board about its size?
Your bylaws should outline the number of board members and their duties.

Susan, he is not talking about the size of the board of directors. That's not the issue. Apparently the PM wants to control the size of COMMITTEES. She claims that committees should be the same size as the board and should fill out the same form that the board fills out (whatever that means).

Our by-laws state that the board of directors can have no fewer than 3 and no more that 9 directors.

Both the by-laws and CC&Rs are silent on committees -- with the exception of the Arch Committee. And in that case it is the only standing committee that our documents say we must have. However, the documents do not designate how many committee members the Arch Committee should have. We can have 20 or 30 if we want (though finding even 2 or 3 would be a chore!).

MicheleD (Kentucky)
Posts: 4,491

Posted:

Richard:

Are you on the board?

RichardP13 (California)
Posts: 1,767

Posted:

I am running for the board next month. Getting the required number of members to vote will be a challenge. We have 317 owners and need 51% to make the election legit. All but 1 of our BOD of 5 was elected.

MicheleD (Kentucky)
Posts: 4,491

Posted:

Check with your governing documents and state law, and if provided, absolutely make the effort to go door to door to collect proxies, both to make quorum for the meeting and to obtain votes for you.

Good luck to you!

Someone needs to let that board know that the PM works for THEM, not the other way around.

The PM is giving bad advice if she is suggesting that committees should have no more than 5 people.

RichardP13 (California)
Posts: 1,767

Posted:

Good Advise

I have a flyer already finished, I have gotten the mailing list for the community and a web site to run a campaign. I believe in a BOD and PM being transparent to the owners.

GlenL (Ohio)
Posts: 5,491

Posted:

Quote:

Posted By MicheleD on 10/13/2009 11:09 PM

The PM is giving bad advice if she is suggesting that committees should have no more than 5 people.

Not necessarily, in my experience both corporate and government, most of a committees work is done by a small core group no matter the size of the committee.

A camel is a horse designed by a committee.
Alec Issigonis

Studies show that 5 out of 4 people have problems with fractions

MicheleD (Kentucky)
Posts: 4,491

Posted:

Quote:

Posted By GlenL on 10/14/2009 8:36 AM

Posted By MicheleD on 10/13/2009 11:09 PM

The PM is giving bad advice if she is suggesting that committees should have no more than 5 people.

I perhaps should have re-worded that, but my point is that it's arbitrary and unproductive for the PM to set/establish the size of HOA committees.

You are correct that basically a "core" group is what gets the work done. But that is my point exactly. Whatever number is required to get the job of the committee done is what the size of the committee should be, not some arbitrary, pre-determined number.

When I was in the "working world," I would be charged with creating various committees for various projects on which I was working.

We would have an idea of what would be a good working size, driven mostly by past experience, but we were certainly not bound by that.

If someone in the company told me, "You need to organize and manage an annual meeting event committee. Oh and by the way? That committee can only have 5 members," I do believe I would have politely, but firmly, declined the project!

RichardP13 (California)
Posts: 1,767

Posted:

In any of the governing docs would it stipulate that committee members, not the chairpersons, be approved by the board beofre they can volunteer. As I stated prior, we went through a PM change recently and the old PM did not require this. The new PM is saying the "ball was dropped" by the previous PM and that board approval is required to be a committee member.

Thanks for your help!!

MicheleD (Kentucky)
Posts: 4,491

Posted:

Richard, the answer to your question is in your own documents.

I, personally, would be surprised if the documents said the BOARD had to approve COMMITTEE MEMBERS.

The board would likely have to install/approve the committee CHAIRS, but rarely does a board micromanage so much as to approve the actual committee members.

RichardP13 (California)
Posts: 1,767

Posted:

Thanks Michele..I just finsihd reading ALL the docs and there is nothing that says the Boards need to approved the members of a committee, except for teh Architectural Control Committee. Our new PM is playing a game with our Board.

TracieS (Colorado)
Posts: 460

Posted:

Don't be so hasty.

While you have just completed your first (?) thorough reading of your governing documents, you do not yet have a working knowledge of them.

Also, I notice from your post that you're from the HIGHLY REGULATED state of California. You MUST familiarize yourself with the Davis-Stirling Act, if your association falls under its governance.

In the meantime, I would politely but firmly ask your Board to request that the management company provide a legal citation for this change in your association It *could* just be that the management company has some experience in the area of managing properties, and they have a system they have found works pretty well. It does NOT excuse them for strong-arming (if that's what they did), but they could have a good reason for asking for this.

No jumping to conclusions... You hope to be on the BOD soon. Would you like working with a homeowner who automatically assumes the worst?

GlenL (Ohio)
Posts: 5,491

Posted:

Quote:

Posted By RichardP13 on 10/14/2009 2:30 PM
Thanks Michele..I just finsihd reading ALL the docs and there is nothing that says the Boards need to approved the members of a committee, except for teh Architectural Control Committee. Our new PM is playing a game with our Board.

Richard we've been over this before, either the BOD or the committee chairperson (depending on the committee charter) has the right to approve / disapprove the committee members. You can't just demand to be put on a committee but based on the normal apathy in an HOA and the lack of volunteerism for a person to be summarily turned down there is a problem somewhere. Maybe it is on the part of the BOD but maybe, just maybe on the part of the volunteer.

Subject: Authorized Committee Members
http://www.hoatalk.com/Forum/tabid/55/forumid/1/postid/83493/view/topic/Default.aspx

Studies show that 5 out of 4 people have problems with fractions

MicheleD (Kentucky)
Posts: 4,491

Posted:

Tracie, I MIGHT agree with you if the topic the PM wasn't expressing "expertise" on was the size of committees in HOAs.

We all know that it's darn near impossible to get people to step up to the plate to work on anything, much less commit to being on a committee.

If the Welcoming Committee can scare up 8 members, how ridiculous is it to say that the arbitrary size of 5 members disallows 3 people from being on the committee!

My "expertise" with committees tells me the more you have, the better chance you have of actually getting anything done.

I've yet, in my entire life, to have ever been on a committee that had way to many members!

LoL

TracieS (Colorado)
Posts: 460

Posted:

I've never been on any HUGE committees either. Shoot...my association doesn't even USE committees! I can't get BOD people, I can't get officers, I certainly couldn't fill a committee!!!!

Mostly, I was just expressing to the original poster that jumping to conclusions (or just accepting a management company's word as Gospel) is not a good thing. Before jumping to conclusions...just ask a simple question. The original poster's comment about how the new management company is toying with them also just kind of rubbed me the wrong way. Especially if the original poster JUST read the documents for the first time.

The comment about "the management company said the previous management company dropped the ball" both irritated me and intrigued me. Was the MC hoping to make the previous company look bad, or was this the new MC way of explaining that perhaps there are laws out there in California... ??

I dunno...that's a crazy state out there...

But, Michele, you're probably right. Why limit a committee to only 5 people? Is this a lazy MC? Why do they want committee members to sign ANY forms? If I wanted to volunteer my time for my teeny-tiny association, and I were presented with legalese forms...I'd step away.

TracieS (Colorado)
Posts: 460

Posted:

OOOPS!!!! Sorry Original Poster Belinda! My comments were more directed at Michelle/Michele (I can't remember how to spell it - SORRY!!!!) and Richard.

MicheleD (Kentucky)
Posts: 4,491

Posted:

Quote:

Posted By TracieS on 10/14/2009 2:59 PM
But, Michele, you're probably right. Why limit a committee to only 5 people? Is this a lazy MC? Why do they want committee members to sign ANY forms? If I wanted to volunteer my time for my teeny-tiny association, and I were presented with legalese forms...I'd step away.

You know, Tracie, you may be on to something here.

IF the HOA can get VOLUNTEERS on COMMITTEES to do some of the work that the Property Management company wants to do, and be paid for, then it most definitely would be in the PM's best interest to make it more difficult to get a decent committee going!

By jove, I think we've hit on it!

For the life of me I couldn't figure out why anyone would want to limit the size of a committee of volunteers.

I think we've found our answer!

(and I agree, I didn't like the comment the new company made about the former company "dropping the ball." Really?! THAT'S professional.)

MicheleD (Kentucky)
Posts: 4,491

Posted:

Oh, and for the record,the original poster Belinda is no longer a part of this dialog.

Richard revived an older thread to ask a similar question.

Go get'em, Richard!

Good luck on your efforts to get on the board!

RichardP13 (California)
Posts: 1,767

Posted:

Glen

Where did I say that someone demanded to be put on a committee. Maybe you haven't been reading the post. We have NO committee charter. We have a board that has no clue to what it is doing. Does not understand the responsibilty they have undertaken. They feel its easier to pass responsibilty over to the PM. Sorry, but I believe in complete transparency. While things are fine now, what's to say that things do wrong in the future, especially when projects that have reserve funds can't be paid for because of mismanagemnt by one party or the other.

The forum you referenced was for a different topic.

RichardP13 (California)
Posts: 1,767

Posted:

Tracie

I've checked the Davis-Stirling Law. There is no provision that states the members of a committee MUST be approved by the BOD, nor the size of the committee. The "drop the ball" came from the new PM demanding that a volunteer for a committee be approved by the board only so they can silence that individual, being that BOD oversees all committees.

RichardP13 (California)
Posts: 1,767

Posted:

I think everyone is getting the jest of the conversation.

TracieS (Colorado)
Posts: 460

Posted:

Quote:

Posted By RichardP13 on 10/14/2009 3:10 PM
Glen

Where did I say that someone demanded to be put on a committee. Maybe you haven't been reading the post. We have NO committee charter. We have a board that has no clue to what it is doing. Does not understand the responsibilty they have undertaken. They feel its easier to pass responsibilty over to the PM. Sorry, but I believe in complete transparency. While things are fine now, what's to say that things do wrong in the future, especially when projects that have reserve funds can't be paid for because of mismanagemnt by one party or the other.

The forum you referenced was for a different topic.

You know, RichardP13, I think you may have just a teeny chip on your shoulder. When I started on our BOD, I had NO CLUE what I was doing either! It takes TIME to learn. You'll see...if you win a BOD seat. I didn't understand the responsibility I'd undertaken either! If I had, I probably would still be an uninvolved owner.

I find your comment, "Sorry, but I believe in complete transparency." to be mildly offensive. I don't think anyone here has/will EVER said/say that complete transparency is a bad thing. Perhaps you're slandering your current BOD by implying that they are hiding things? Perhaps you're slandering your current MC because you don't like them.

Please, I'm not trying to be offensive... As others say, there's three sides to every story...your side, the other side, and the truth.

You know, I SINCERELY hope you win a BOD seat. I really do. It does look very easy from the outside, doesn't it?

RichardP13 (California)
Posts: 1,767

Posted:

Slander? Who have I slandered? Do not assume facts not in evidence. And it is very easy..All you have to be is committed.

GlenL (Ohio)
Posts: 5,491

Posted:

Nice try Richard, or should I say Saint Richard? Since it's obvious you have no agenda, merely an altruistic need to serve; which evidently extends to putting up a website to point out the BOD's incompetence.

No one here is in favor of non-transparency or dictatorial BOD's, or MC's. Your biggest complaint that I can see is that the BOD is following the advice of a trained, licensed professional property manager (advice for which the HOA pays) instead of doing things your way. These are just a few of your posts on the subject and your qualifications (These are from the link I previously posted - bold by me) to lead are:

Quote:

Posted By RichardP13 on 10/03/2009 10:16 PM
Is there any rule or law that states a committee member, not the chairperson, must be approved by the board of directors. Is there any law or regulation that states that a homeowner cannot put up a HOA website when the Board has failed to act. Our board just put hired a new property management company and the board, because they are incompetent, are allowing the PM to control all aspects of the association.

I missed the law that requires HOA's to have websites

Quote:

Posted By RichardP13 on 10/04/2009 11:52 AM
You got me all wrong. The last thing I would do is throw a fit. No, the first thing I did was read all the leagl docs pretaining to our community, which I doubt our current board has done. Next, was to get some answers on this site, which has been few and far between. Then, I have gotten two other members to run for the board that are subject experts in specific areas that would be beneficial to our community. No this is a person on a mission and focused. PM's can play a vital role in maintaining a community, but utlimately it must be the homeowmer/directors thatmake the decisions.

Quote:

Posted By RichardP13 on 10/03/2009 11:55 PM
Thanks Glen..

I understand that Committees are formed by the BOD and that the Chairperson is appointed and approved by the Board. My question was, does the volunteers of say an Events committee have to approved ny the board in order to volunteer their time?

Second, I built the site because the old PM company said it wasn't needed. It is mirrored after a number of other sites, so I did do my homework and at a cost of $800 less per year than the one the board is currently looking at.

Question: Are they incompetent because they are following the PM's (a professional) recommendations or are they incompetent because they're not doing things your way?

BOD should not have to rely solely on a PM for advise or guidance. If you don't know what you are doing, then either get some training or step down.

Was the old MC in the wrong too? According to you the BOD is looking into a website but you had to show them how its done.

Quote:

Posted By RichardP13 on 10/04/2009 11:21 AM
It's amazing that nothing changes on these posts. You are all in bed together and watching each others back. I am a homeowner looking to get on a board to make changes, to become a leader and not a wimp. Too many BOD let a PM run their association. The PM have no stake, no ownership, no vote and yet they think they are gods hiding behind so called laws. As I private citzenship, I have every right to put up a website and if they don't like it tough. There is no transparency in this community, but to you guys that's just fine and dandy. You would rather no one question what you do or your motives. Why should we blame our politicans for things that go on, you take a page from them or vice versa.

You're right PM's want Associations to fail, its not like they could lose money or a job if they do.

Quote:

Posted By RichardP13 on 10/04/2009 7:25 PM
I got all the useful information from this site that I needed. You people think any one who questions authority or wants change is a Nazi or Communist. I moved into my community just over a year and half ago. While the community is safe and well maintained, there are improvements that can be made and it's really getting the community more involved. I didn't move here to hide behind my front door nor did I leave my rights at the gate when I arrived. I have the same ownership stake as any board member, and if I want to change anything, I need to run for the board, which I am. If some of the board don't want to change, then I will get other homeowners that want change involved. But, I will not just stand by and let them continue on the road they have chosen. Either lead, follow or get out of the way.

Yep a safe and well maintained HOA is annoying; got to change that at once.

Studies show that 5 out of 4 people have problems with fractions

TracieS (Colorado)
Posts: 460

Posted:

Quote:

Posted By RichardP13 on 10/14/2009 4:21 PM
And it is very easy..All you have to be is committed.

Oh...ok. I guess I must not be committed enough then because this crap is HARD.

Tell us how it's going after you get elected to the BOD and you have to deal with a homeowner like yourself.

RichardP13 (California)
Posts: 1,767

Posted:

Two words and they aren't thank you.

MicheleD (Kentucky)
Posts: 4,491

Posted:

I dunno, I was going to tell Tracie: Fanned.

(For those who may not know, "fanning" is a mechanism on some forums whereby posters can add another poster to their Fan List when that poster posts an item they especially agree with.)

Your reply to her with a not-so-veiled vulgarity, not so much fanned. . . .

TracieS (Colorado)
Posts: 460

Posted:

Quote:

Posted By RichardP13 on 10/15/2009 11:48 AM
Two words and they aren't thank you.

Hmmm...Let me guess...

"You ROCK!"

"You're RIGHT!"

Well, whatever. If you're "lucky" enough to get elected to your BOD, you'll find out soon enough.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Richard,

Committee appointments may not be addressed in the Davis-Stirling Act; however, that is only one resource that must be checked. The assn's bylaws, or perhaps the CCRs, most likely have an article stating the board has the authority to appoint committees. In fact, some assn docs may even state that certain committees are required to be appointed by the board. I'm sure the Davis-Stirling Act is like so many other state laws, it doesn't cover everything.

RichardP13 (California)
Posts: 1,767

Posted:

I have researched all of our governing docs and there is no mention of the BOD appointing any committee or its members with the sole exception of the Architectural Committee which is in the CCRs and states " The Board shall the authority all the members of the Committee". I guess it means they may ofr may not appoint, just have the power to.

I am just putting the final touches to my presentation to the BOD in Executive Session in one hour. Have to put that chip back on my shoulder before I present.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Richard,

Have you looked under "powers and duties" of the BOD which should be in the bylaws? At any rate, in most instances, this is definitely a duty of the BOD and all committee members serve at the pleasure of the board. Frankly, I cannot imagine it being any other way. Put your common sense thinking cap on and I'm sure you will agree.

🎯 You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

✓ Ask follow-up questions
✓ Share your experience
✓ Get expert advice
✓ Access 350,000 discussions

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in here