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5 Member boards vs 7 member boards

Started by LouisB • 25 replies • 1689 views

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LouisB (Arizona)
Posts: 5
Posted:
I would like to hear your pros and cons of maintaining a 5 member board vs a 7 member board. We are receiving strong pressure from special interest groups to expand our board to 7 members. In 3 years they have been unsuccessful at getting one of there candidates elected to the board.

We are an over 55 community of 1149 homes in Arizona. Feel free to email me at [email protected]. Thanks.
GlenL (Ohio)
Posts: 5,491
Posted:
It all depends on what your documents call for; if they specify a five member board then you would have to amend your documents to allow for the extra two people.
Studies show that 5 out of 4 people have problems with fractions
GloriaM (North Carolina)
Posts: 829
Posted:
For 1149 units having 7 on board wouldn't be a bad idea. Running the HOA is a full time job and many hands make the load lighter. Be sure to check your Bylaws, if they allow 7 then why not? Even with an MC the job for boards is still great dividing that work load amongst 7 gets my vote!
GeraldT4
Posts: 1,022
Posted:
LouisB - GlenL is correct. Adding more board members would most likely require an amendment, procedures to accomplish that spelled out in governing documents. What you are dealing with is a request from some interest group to expand. There are other options than being a Board member, such as a committee member, or assistant treasurer, and secretary. How many are in this "special interest group"?
SusanW1 (Michigan)
Posts: 5,202
Posted:
The size of the Board does not matter that much. There should be a lot of delegation for a complex that size. Just be sure that there are good committees set up for various projects/issues. Your Board meetings may be 5 members hearing reports from 5 committees. That's 10 people in the mix.

DonnaS (Tennessee)
Posts: 5,671
Posted:

Louis,
What does a "Special Interest Group" mean? Maybe they are really pro active and that scares the others who just flow with the stream? I own a condo in a very large 55+ community and they have 9 members on the Board. There must be 15 committees to help the Board. If I did not own my own home, I would gladly live there because they are a well oiled machine. Everyone does their jobs and everyone volunteers. When the President puts the gavel down(just once), everyone shuts up and listens. How good is that!

Anyhow, because there are people interested in working on the Board and getting involved, everyone should be happy. There is power in numbers and with 1149 homes, that should be an ideal sampling of opinions on how to run an association and what the membership wants.
DavidW5 (North Carolina)
Posts: 565
Posted:
In our over 55 community of 800 homes, the board currently consists of 5 employees of the developer (the three homeowners appointed by the developer recently resigned - but thats another story). The only reference I can find in our governing documents is in the Articles of Incorporation, which states:

"The Board of Directors, after the Declarant Control Period, shall consist of three (3), but no more than seven (7) persons."

My question is - when it comes time for the first election of homeowners to the board at the end of the declarant control period, who determines how many homeowners are to be elected to the board? I have reviewed all of the governing documents and there is nothing which specifies the term of office of the board members or whether they are all elected at the same time or if there are to be staggered terms. It does not seem right to me that the current declarant controlled board should make those decisions which will affect the governing of the community after they are gone. How should these issues be resolved?
DonnaS (Tennessee)
Posts: 5,671
Posted:

David,
Because the Articles state that you may have anywhere from 3 to 7. DO NOT USE AN EVEN NUMBER. Odd numbers are ideal for voting purposes and there is nothing more frustrating than a tied vote from a Board.

Anyhow, when you have your first Board election, see if there are enough members running for the Board and determine from that if you can get 7. If not then go with 5. It all will depend in how much member interest you have.

But a very scarey thing is that the 3 appointed Board members have resigned. What's that all about. A Developer can be difficult to work with and I give this one creadit for at least naming 3 members to start out with. Some of these Developers don't let the members get involved until they do the "Turnover"
SusanW1 (Michigan)
Posts: 5,202
Posted:

At your elections, when your nominees are determined, everyone should know that there are up to 7 slots to fill. Hopefully, your membership knows how to get nominated to the Board position.

(By the way, your Board can also appoint to get to the 7, if it wants.)

DavidW5 (North Carolina)
Posts: 565
Posted:
Quote:
Posted By DonnaS on 04/04/2008 7:48 AM

But a very scarey thing is that the 3 appointed Board members have resigned. What's that all about. A Developer can be difficult to work with and I give this one creadit for at least naming 3 members to start out with. Some of these Developers don't let the members get involved until they do the "Turnover"

Donna,

The three appointed homeowners resigned claiming they received too much criticism over actions taken and not taken by the board. The declarant controlled board took many actions which were perceived as not being in the best interests of the association, but were for the benefit of the developer. The three appointed board members never voted anything but unanamously in support of the declarant, never asked a question during board meetings, and never said anything publicly that supported homeowner interests over those of the developer. They were widely viewed as lackeys of the developer and, indeed, did receive a lot of (justifiable) criticism. The board has asked a number of other homeowners to join the board but all have declined. Election of homeowners to the board will take place in early 2009 so we will probably continue to have no representation on the board until then.
LouisB (Arizona)
Posts: 5
Posted:
Our bylaws allow the board to be 5 to 9 members at the discretion of the board. My concern is in 5 to 1o years it becomes difficult to fill 7 member boards.
LouisB (Arizona)
Posts: 5
Posted:
My concern is the board becomes a girl scout troop rather than a business. Our HOA is currently financially strong with a reserve fund at near 90% of fully funded. This is due to having our current board since transition people who had strong management/business careers. The pressure for a 7 member board is coming from the "social circle" who thinks the HOA should be providing free parties and dinners every week.
DonnaS (Tennessee)
Posts: 5,671
Posted:

Louis
So they think that 7 Board members will want to have parties and dinners where 5 will not? I would take that idea and throw it in the wood chipper. Just because they are a "social minded group" doesn't mean that they have not the good sense to know how the operation of your association works. Having a larger Board is not a bad idea and it certainly spreads out the workload and give more of a diversified approach to making association decisions. It takes the whole Board to vote so worrying about their social ideas is bogus to me. Just my opinion tho. Putting some of these people on the Board might teach them that the Board is more than making fun for the members but a business of handling the funds and responsibilities.
PennyH1 (Colorado)
Posts: 2
Posted:
Our covenants state at least 3 and no more than 7. The board, not the homeowners, can appoint additional members as it sees fit. Unfortunately, I would have to disagree that more members mean more helping hands. Some homeowners just want to get on the board to have a vote for their own special interests (like relaxing the covenants, etc.) but not to work. Our current board is functioning with 5 members but only 2 of us work! It is very frustrating. Also, with more board members it is more difficult to schedule meetings due to availability. Voting also becomes difficult as there is a lot of discussion and sometimes meetings run long with no accomplishment.
LouisB (Arizona)
Posts: 5
Posted:
I am glad to hear that someone agrees with me. We have the same situation. The President and the Treasurer do all the work. We have an HOA with lots of common ground with groomed landscaping in the dessert. Yes, we spend a great deal on maintaining this common ground and we have a handful of people who want to change the landscaping to dessert plant life and eliminate the grooming. The majority of people want it maintained as is. If we expand the board it will be much easier for the minority groups to win an election due to lack of candidates running for positions.
MaryA1 (Arizona)
Posts: 7,043
Posted:
Louis,

The reason for expanding the board should not be a political one! It should be because there is enough work in running the assn to warrant a larger board. You've already stated the Pres. and Treas. do all the work now. What would these additional board members do? What's the point of having a 7 member board and 5 with nothing to do? Frankly, the justification escapes me!
LouisB (Arizona)
Posts: 5
Posted:
All board members have some assignments. We have five standing committees each has a board member assigned as the Liason person. They are Budget & Finance, Buildings & Grounds, ARC, Commications, and Social Activities. Those that support expanding the board to 7 members don't talk about work or what's not being done, their only reason for expanding the board is "better representation of the community".
MaryA1 (Arizona)
Posts: 7,043
Posted:
Louis,

FYI. . . I live in a 1700 member HOA in Glendale, AZ. We have 5 board members who do extremely well managing our community along with an excellent property manager. I guess it all depends upon how many committees, amenities, etc. IMO, as long as each board member has a specific duty, there is no reason not to expand to 7 members. My only concern was each board member should have something to do rather than just be an "ornament" on the board.
JC3
Posts: 290
Posted:
Quote:
Posted By DonnaS on 04/05/2008 12:35 PM
they think that 7 Board members will want to have parties and dinners where 5 will not? ...take that idea and throw it in the wood chipper. Just because they are a "social minded group" doesn't mean that they have not the good sense to know how the operation of your association works.

We've had a 5 member board forever. One new member has insisted since he got on the board that we should have as many as 15 members. I get the distinct impression he himself doesn't want to do much other than criticize and complain, and wants more people so he won't be the only one not doing anything. I think he DOES see the board as a social group.
It's been difficult getting ANY volunteers for 5 seats-he was drafted--and now he wants 15 seats.
MaryA1 (Arizona)
Posts: 7,043
Posted:
JC,

Don't your bylaw state the numbers of persons who shall serve on the board?
JC3
Posts: 290
Posted:
yes. 3-9. (But THAT doesn't matter, he still wants 15.)
It's always been 5, and we've had trouble getting _that_ many. The recent election, two members agreed to stay on if nobody volunteered, but near the end, two did. When I went on, the member I replaced disappeared, and hasn't been seen since!
MaryA1 (Arizona)
Posts: 7,043
Posted:
JC,

I think I'd just ignore him. According to what you say, it'll never happen -- it's just wishful thinking on his part!!
WardellD (Washington)
Posts: 64
Posted:
Quote:
Posted By GlenL on 04/03/2008 4:49 PM
It all depends on what your documents call for; if they specify a five member board then you would have to amend your documents to allow for the extra two people.

What would happen if the board added additional board members without having the By-laws amended do that mean that everything that the additional board members proposed and voted on was not done legal?



DonnaS (Tennessee)
Posts: 5,671
Posted:

Wardell,
That is correct, that if a Board increases it's number to a number higher than your documents allow, any appointed Board member higher than the Bylaw allowance, would be an illegal Board member. Therefore any Board action or voting would be considered an illegal vote. Increasing the Board member number requires an amendment vote to both your Articles of Inc (which is your State charter) and to the Bylaws.

Both must pass a vote. You cannot increase a Board with just ByLaws unless your Article match. Many people forget that the Articles are a higher entity than your ByLaws. But if the Articles pass, then the Bylaws would pass if all of the members are made to understand the process of having the documents concur with each other.
MaryA1 (Arizona)
Posts: 7,043
Posted:
Donna,

I would agree with you only if the Articles specify the number of directors for the board. In most instances the Articles will state something to the effect that the affairs of the assn are vested in the BOD as specified in the bylaws. In many instances the number of individuals serving on the board is not specified.
GlenL (Ohio)
Posts: 5,491
Posted:
Quote:
Posted By WardellD on 04/13/2008 6:40 AM
Posted By GlenL on 04/03/2008 4:49 PM
It all depends on what your documents call for; if they specify a five member board then you would have to amend your documents to allow for the extra two people.


What would happen if the board added additional board members without having the By-laws amended do that mean that everything that the additional board members proposed and voted on was not done legal?




They could not propose or vote on matters. Our documents call for a five member BOD. They are also allowed to appoint: an Assistant Treasurer and Assistant Secretary and such other officers as in their judgment may be necessary who are not members of the Board of Trustees but who are members of the Association, or persons who could be heirs-in-law of a unit owner under the Ohio statutes of Descent and Distribution provided they are occupiers of a unit.
Studies show that 5 out of 4 people have problems with fractions

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