Board make up in numbers

Started by AlexL1 • 9 replies • 1347 views

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AlexL1 (Florida)
Posts: 305

Posted:

In our Association of 155 units, we had 7 on our board. One quit (left the state) and that leaves six. The CC&Rs state that there must not be an even number on the Board. Does this mean that the Board (until they have seven) cannot legally do business until there is an uneven number on the Board?

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Alex,

Don't you have a provision in your bylaws for filling vacant positions on your board? I'm guessing there must be something, either the board can fill vacancies or you have a special homeowner's meeting to elect a person to complete the term, or something. Check your bylaws to see.

In all probability, the reason for an odd number on the board is to lessen the liklihood of a tie vote (one person could always abstain and with an odd number on the board that could result in a tie). Any motion with a tie vote does not pass because it's not a majority.

Unless your bylaws say you can't do business, I see no other problem with an even number on your board. Of course, you must still have a quorum to conduct any business.

Do your CCRs actually say the board cannot be an even number? Maybe that means that when you establish a board in your bylaws you cannot pick an even number, but must set an odd number like 5 or 7 or something.

What happens if you have an odd-numbered board and one member is sick and can't show up for a board meeting?

BradP (Kansas)
Posts: 2,640

Posted:

Alex:

As the other poster mentioned that provision is probably in there to prevent tie voting. Your board should follow the procedures outlined in your documents to fill a vacant board position. IMO unless your CC&R's state otherwise you should still be able to conduct business, but this vacany should be filled as soon as possible.

JC3
Posts: 290

Posted:

Maybe the president would choose to not vote until that seat is filled.

SusanW1 (Michigan)
Posts: 5,202

Posted:

How long has it been since this vacancy?

I think that what your rules mean is that at any election, the number of board members seated should be uneven.

There is NO way that it meant that at anytime there was not an odd number of board member, all business would stop. At anytime your board number vote could be even, due to illness, death, AND abstention!!

SusanW1 (Michigan)
Posts: 5,202

Posted:

No, to deny the president or any member the right to vote is not a correct way to deal with this issue.

MonicaE (Nevada)
Posts: 21

Posted:

Alex,

We had a six member board for 6 months. What I did being that I was the President, I abstained from voting unless I wanted to create a tie. That only happened once. Most board members concurred with the majority of the issues until the new election.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Alex.

As Susan said, the provision in your CCRs requiring the board to be an uneven number does not mean you stop business if the board at some time ends up being an even number. As others have pointed out, and as I said in an earlier post, it merely means that when you hold an election for board members, you must insure that you end up with a board that has an uneven number of members.

In most cases, it won't be a problem. It only becomes a problem if an issue is so controversial that the board ends up with a tie vote. Maybe in that case, your board needs to work a little harder to arrive at a solution that a clear majority of members can agree with.

BradP (Kansas)
Posts: 2,640

Posted:

Quote:

Posted By MonicaE on 05/05/2008 4:10 PM
Alex,

We had a six member board for 6 months. What I did being that I was the President, I abstained from voting unless I wanted to create a tie. That only happened once. Most board members concurred with the majority of the issues until the new election.

I don't know if this would be the proper way to conduct business in the interim. If a vote ends in a tie so be it. It would be troubling to me to have a board member abstain from voting on an issue and then it passes 3-2. If you end up with an even number all board members should vote IMO.

MaryA1 (Arizona)
Posts: 7,043

Posted:

For whatever reason some board Pres. think they should not vote except to break a tie. IMO, it's just a cop out for not wanting anyone to know what your feelings are on a particular issue! I agree with all who feel every board member should vote, if it's a tie, so be it! If too many votes end up in a tie then the Board sure better get busy and appoint another member to the board otherwise nothing will ever be accomplished!

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