Elections

Greets all,

Our by-law states that at the 1st annual meeting of the assoc. [turn over from the developer] the BoD is elected as follows: The person receiving the most votes will serve for 3 yrs. The person receiving the 2nd most votes will serve for 2 yrs. The remaining director(s) (up to 3 - a total of 5) will serve for 1 yr. At the next and consecutive elections the terms are fixed for 3 yrs each UNLESS the assoc. votes to change the terms to 1 yr each.

We took control from the developer in 2004 and 5 members were elected. There was NOT a vote to change terms to 1 yr.

In 2005 the BoD announced 4 positions (the 3 yr guy resigned and the remaining BoDs did not appoint someone to finish that term but the 2 yr guy stayed on).

In 2006, since the 2 yr term now expired, there was 5 positions to fill. The BoD specifically announced the terms were 1 yr each. In fact one guy elected in 2005 ran again in 2006.

In 2007 the BoD decided the terms were supposed to be 3 yrs. Two BoDs resigned, the 2005/2006 guy was counted as having 2 yrs under his belt and it was announced that 2 positions were being voted on at the annual meeting.

In 2008 (up coming election) it was announces that there is 1 position for the BoD (the 2005/2006 guy is now done with 3 yrs).

So, in 2009 there will be 2 positions for the BoD and in 2010 there will be another 2 positions. This methodology does not and can not restore original rotation AND we can not be in compliance with our by-law.

My question is this . . . Can you please recommend if should we try to remedy this? Is so, what would you suggest to do so or should I just move on?

Thanks.
Tracy

Tracy,

Are you a member of the board? If so I would suggest you make a point of informing the board members that the terms of office have not been kept track of in the past which has led to some confusion. Suggest that it be made known that starting with this year's election, all elected board members should serve a term of 3 years. The purpose for the initial 1, 2 and 3 yr terms was so there would be staggered terms which is really a good idea. It's not unusual for board members to not know how long their term of office is for and for no one to be keeping track of terms of office. When I was a board member, I took it upon myself to keep track so there was never any confusion. IMO, it's a function for the secretary (I was Treasurer!) but that doesn't always mean they do it.

TracyT: Your association/Board must comply with the restrictions of your official documents which state for the FIRST election the staggered terms, 3yrs, 2yrs, and 1 yr. For all succeeding elections, terms are fixed at 3 years, UNLESS a vote has been taken and an AMENDMENT made to the documents to state 1 yr (or whatever has been voted and passed). You have not done that, based on your documents, therefore your terms still officially remain at 3 yrs.

The resignation in 2005 (3yr term) caused one B-member's term to be open but
WAS NOT FILLED, leaving 4 B-members: 1-2yr term having 1 year to finish; and 3-1yr terms ending. That actually left 4 seats/terms to be filled out of 5.

In 2006 there were 5 seats/terms to fill; in 2007 it "was announced that 2 positions were being voted on at the annual meeting." UNLESS your docs state the membership elects the roles/positions on the Board, it is the membership who only elects the seats to the Board which defines the term of office, not the role. Usually, Board members actually determine among themselves who will fill what role, and this is reviewed at each annual election when members change.

Your Board has caused a quagmire and it will not be easy to restore to the original document restrictions. You must start over, but comply with the documents as is, or MAKE AN AMENDMENT with official filing to change the term of office from 3yrs.

Once you have the term of office official, make a chart beginning with the present terms and those which will be ending. Extend it out perhaps 10 years showing number of members needed for each year's election. If you need help with this, post further.

Paul,

What exactly is the point in starting over? The reason the bylaws were written that way was to set up staggered terms. Only in the first election were the terms designated as 1, 2 or 3 years. Thereafter the term of office was 3 years for all elected directors. What's done is done! From this point forward anyone being elected to the board should be serving a 3 year term. Why make a simple problem to solve so difficult? And, as I suggested in an earlier response, a record must be kept indicating the term of office for each director. If a director resigns the board will know how long the appointed or newly elected director will serve (they would only serve the remainder of the resigned director's term). This way the terms of office are always staggered, which, IMO, is the way it should be.

Well, primarily for transparency reasons I would have started over - at least with a vote on how long terms should be 1 or 3 yrs. (Both have advantages / disavantages.) I recommended a vote and/or a voluntary reduction for the past two years.

The BoD talked about options but before they were investigated we received the notice of the annual meeting. The notice said only that 1 position is available. It did not mention that its a 3 yr term or that there would be a vote. Sigh.

The secretary (my husband) will propose that 1 of the 2 elected last year volunteer to step down next year. That will restore the original rotation.

As for the number of terms I'll try to work it in . . . How many do you recommend?

Thanks!

Tracy,

If I remember correctly you stated after the first election all terms would be for 3 years. A vote to decrease the term to 1 year is not required but can be undertaken if the board wishes. I don't know why you want to go back to square one. As I suggested in an earlier post, since 3 years have gone by the easiest way to solve the problem is to let it be known that all future directors will serve for a 3-yr term. The reason for the initial 1, 2 and 3 year terms was so the vacancies would be staggered. In other words, all the directors would not be elected in the same year. If that was not done it probably only because no one had the sense to keep track of the terms of all who were elected the first year. Proposing that 1 of the 2 elected last year step down is very unwise. They are entitled to serve a 3 year term in accordance with the gov. docs. Why should they step down? What's done is done. IMO, it's best to just move forward and not try to correct what was done wrong in the past. It's not that big a deal. And it's definitely not a transparency issue.

There is absolutley nothing wrong with 1 year terms!

If a person is diong a good job, they will get re-elected. Sometimes the Board needs a shake-up.

It is the Number-of-Terms-that-a-person-can-serve that should be regulated.

Excellent reply.

However, I will say that I don't necessarily agree with term "limits."

We have term limits for officer positions (can only be in a particular officer position for 3 consecutive terms), but if we had term limits for board members, we'd run out of usable bodies fast!

Apathy, to an extent, plays a role in that.

The good news about that is if the residents feel the board is doing a good job, then they pretty much don't ever have to think about them. The bad news is, that even if they think the board is doing a bad job, if nobody cares enough to step in and do it right, you get repetitive bad leadership!

Oy!

LOL.

Guys,

Stay with me here. We're almost through this. My OP was correct and really answers your questions but here is the by-law:

Section 2. Term of Office: At the first annual meeting of the members after the Class A members obtain the number of votes equal to the Class B members, the members shall elect the BoD and the term of office of the Director receiving the greatest number of votes shall be fixed for 3 years. The term of office of the Director receiving the second greatest number of votes shall be fixed for 2 years and the term office of the Director or Directors shall be fixed for 1 year. At the expiration of the initial term of office of each respective Director, his successor shall be elected to serve a term of 3 years. In the alternative, the membership may, by resolution duly made and adopted at the first annual meeting of members, or at any subsequent annual meeting, resolve to fix the term for each Director elected at any such meeting at 1 year. Directors shall hold office until their successors have been elected and hold their first regular meeting.

The BoD does NOT have the authority change the terms of office to 1 yr which did happen for 3 yrs.

However, through this post I’ve learned and come to accept that it’s ok for the board to try to restore the original intent of the by-law. We have even come up with a remedy to store the original rotation.

I would have done it differently but I see I have to give them credit for what they are doing.

Ask and ye shall receive. Thanks for all your help.
Tracy

Hey Robert,

With respect to "Also I have learned to be suspecious of Boards that think if no one is bitching, all is well." we definitely don't have to worry about that this year. Boy our assoc. has got a real whiner our hands right now. :-o

Also, so far we haven't had a problem with term limits but rather getting people to commit to the initial term. Many didn't even make it through a single year. There are also a few folks that I'd like to see be banned from ever being on the BoD again ;-)

At any rate, I agree the issue of term limits should be addressed and will suggest it before it becomes a problem (apparently, we're going the baby-step route to compliance). Although I might need to start being careful about what I suggest or else I might get volunteered to document it. That's what happened with the our AC guideline; I volunteered to work on the gap analysis, then to work with the BoD on contents and now somehow it's entirely my responsiblity. Hey wait a minute how did that happen?!

T