Number of Board Members

Started by MonicaE • 11 replies • 1680 views

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MonicaE (Nevada)
Posts: 21

Posted:

Our association is suppose to have a seven member Board. Due to resignations throught the year, we are down to 3 members. If one member does not attend a meeting, does the two remaining members constitute a quorum and can continue to vote and make decision in our community?
We cannot get people interested in serving on the Board due to the current President and Vice President. We have a new election coming up soon and I am fearful no one will want to volunteer because of these two people and the community might go into receivership. We just don't want these two people controlling our community anymore.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Monica,

It's really hard to answer your question without additional information.

1. What do your bylaws say is a quorum of the board?

2. You have 4 vacant positions. What is the process for filling vacant board positions?

3. How are officers elected?

4. What are the terms of the officers?

All of this information should be in your bylaws.

I also do not understand how two people being on the board (your current president and vice president) could prevent four other people from running for election and becoming board members. Out of a 7-member board, those four new members would constitute a majority of the board and would be able to make changes.

Many HOAs work this way (at least, ours does):

1. The homeowners elect the board members.
2. The board electes the officers.
3. The officer's serve for one year (until the next annual election of board members).

So, if your HOA is similar, then:

1. Four new members are elected to the board.
2. Those four new members would have the power (a majority) to elect a new president and vice president.

So, I don't see the problem, unless there is so much apathy that you just can't get enough volunteers regardless of who is on the board.

I haven't even got into the possibility of recalling your president and vice president. How that's done can also be found in your bylaws.

You need to give us more information.

SusanW1 (Michigan)
Posts: 5,202

Posted:

You said: "because of these two people and the community might go into receivership"

Sounds like these 2 are doing a lousy job. How about a judge, then?

Tell your fellow residents to get involved, or your entire complex will be governed by a judge and a high-priced lawyer.

JC3
Posts: 290

Posted:

Can you terminate it? Dissolve it? Search your docs for "amend" and "terminate" or dissolve, etc.

MonicaE (Nevada)
Posts: 21

Posted:

Our HOA works the same as yours but we have staggered terms.

You're correct in assuming there is that much apathy that no one wants to volunteer to be on the board and the ones that were elected have resigned due to the personality and conflicts. Since the last election, we have not had a complete board and the two people in question are continue to ruin the community and spend the money on needless issues. Unfortunately, a recall is time consuming.

Our bylaws state "majority" consists of a quorum. With three board members, can only two people allow the board to vote on topics such as annual contracts, change in the rules and regulations. These items are on the agenda in 10 days and I don't believe two people (who don't even live here but still own their unit) can make changes and sign or not renew contracts.

I have gone to the Ombudsman's office, but that is also time consuming.

Thanks for your input.

SusanW1 (Michigan)
Posts: 5,202

Posted:

Majority of Board members (for seven members) is 4.

Majority of members on the Board (as it is you have 3), is 2.

Depends how it is written in the bylaws.

GlenL (Ohio)
Posts: 5,491

Posted:

Get a group together and call for a special meeting to fill the vacant slots; the information on how to do this should be in your CC&R's. Find a group willing to tackle the problem and vote them in. They would now be in control and can remove the problem officers from positions of authority to something like member at large. Then the real work will begin because these four will have to step up and fix things.

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

SusanW1 (Michigan)
Posts: 5,202

Posted:

This will work ONLY if the Members are authorized to fill vacancies.

If the Board is supposed to fill vacancies (until the next election) then they are just dragging their feet and have no intention of getting a full board.

I'd recall these two; then call for a special election to fill the entire 7 positions needed.

RogerB (Colorado)
Posts: 5,067

Posted:

Monica, with 3 Board members 2 is a quorum and they can vote and make decisions. Usually the By-laws allow the Board to appoint replacements. If you don't want those two Board members controlling the Board then do something about it. Organize, get volunteers interested in serving and present them at the next Board meeting. I'd bet they will be appointed. With 5, 6, or 7 Board members those two will not control the votes.

GlenL (Ohio)
Posts: 5,491

Posted:

Susan our BOD appoints someone to fill a vacancy caused by resignation or death usually within a week of the opening. However our CC&R's allow the H/O's to call a special meeting to conduct any business of the Association (as I imagine most CC&R's are worded) so if the BOD is dragging its feet in filling the vacant slots then IMO it would be proper for the members to call a meeting for the purpose of electing trustees.

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

MaryA1 (Arizona)
Posts: 7,043

Posted:

Since Monica said an election is coming up soon, I would suggest campaigning for people to run to fill the all vacancies. Even if the 2 remain on the board they will be a minority and unable to run the show. If there was more time I would definitely suggest a recall of these 2 members and an election to fill all the vacancies. At this time it would be cost prohibitive, and perhaps there's not even enough time, to even think about a recall on the heels of an annual meeting.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Mary,

Yes. And as we've all said, with four vacancies to fill, there is no way 2 individuals can remain in control. They can't even remain as president and vice president. Bye Bye :-)

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