BOD Elections: 1st Go-Around

That your bylaws or other documents don't expand on elections is odd. How did these original people get on the board?

Are "terms" described in your bylaws? People don't stay on the board brcause they "wish to stay on."

Procedures for voting board positions can vary.

At an Annual Meeting, people who are able and willing to serve can be nominated for the positions. EACH position is open for nomination, the vote is taken and the top vote getter wins. Then the next position is nominated and elected the same way,

OR

All nominees are listed and the top vote getters are elected in the order of number of votes.

OR

board members are appointed or elected unto the board by other board members.

Who knows? Surely your documents say something about how the board is filled!!

First, a little clarification might help. I am guessing that you are in a similar position to my own HOA. Your documents call for staggered terms for the directors. Further, the documents don't actually spell out how you decide who gets an initial two year term and who gets an initial 1 year term.

We had the same thing and at the meeting the manager said those with the most votes. Then she left it up to the Board to decide. Quite honesty, if you are in a similar position then I would approach it as such:

The person who doesn't care to serve longer should have a 1 year term. If possible then the two who are remaining should work it between themselves who will face re-election. If they just can not decide, then you need to come up with an equitable means of decision. The US gold standard is a vote of the board. That of course would end up meaning that the person not serving another year decides. But believe it or not, here in Texas many non-decisive election is decided by coin toss or drawing for high card.

Personally, when we discussed it I said I wanted to serve more then a single year. But I also said that I would gladly face re-election. Partly because the incumbent has a very strong edge in any election. Maybe mostly because of the edge of being an incumbent. Maybe also because I was able to gather as many proxies in two afternoons as were sent into the management office.

Thanks for posting the by-laws; it's easier to answer questions when you can see what you're working with, I would get a committee together and re-write these as soon as possible tailored to your HOA instead of this generic piece of crud. As far as classes go now that the Declarant is gone you only have to worry about one class of membership.

While there is nothing wrong with having the elections in May as according to the way the by-laws read you can set the date, I would have the terms effective that date. In most communities I've read about the membership picks the directors then the directors pick the offices that they will hold. Direct elections into a particular office do not seem to be the norm.

Some changes I would suggest are:

Change the quorum requirement as 60% is unrealistic to expect, most Associations are hard pressed to get 51% to a meeting.

Change the terms to two year with staggered terms, meaning three people elected one year for two years and two people for one year the first time. Then everyone elected for two year terms thereafter, this way there should always be someone one the Board that knows what is going on to provide continuity.

I've posted a copy of our by-laws for our condominium HOA, to give you an idea of some things you might want to include, although some of the things are specific to Ohio and to condominiums. I would suggest visiting other HOA web sites and looking at their documents for more ideas. This is one HOA site I've found that really seems to have great documents. http://www.unionmills.com/

Of course all changes should be looked over by an attorney specializing in property law to make sure that they can be upheld in your jurisdiction.

Glen:

Thank you for taking the time to reply. All of your suggestions are in our ByLaws Rev. 2 - it's just a matter of what do we do right now with the election 3-months away. Thanks for the imput though - I'm glad to see that someone on the outside considers our current bylaws too generic.

We are self-managed. The Association was managed by a PM when the Developer was in the state. The Developer and the PM left at the same time and a freshman BOD stepped in.

I'll continue to do research and hopefully find a clear direction.

Incase anyone new is reading, I'm going to sum up my questions again.

We have 5 positions right now. 3 people want to stay on for next year. How do we determine who will be where? Do we hold an election based on each position (all 5), or hold an general election and the folks with the top 5 votes are the new board members? If you take the later of the two options, how do you determine who ends up where? When the Developer turned the HOA over to the BOD in May, we voted for 3 people. How many votes do we get to cast? The ByLaws say cumulative voting is not permitted.

Steven,

I took a quick peek at your bylaws. Thx for posting them; it's really helpful in order to give an educated opinion.

The meeting notice must be mailed at least 30 days, but not more than 60 days, b/4 the meeting. I would suggest including the proxy form, the ballot and the agenda in the meeting notice. The bylaws do not state a date when the annual meeting must take place; therefore, the board may make this decision. The bylaws outline the agenda for a meeting. The quorum for the meeting is 60% of the members present, in person or by proxy, who are entitled to vote (meaning only those who are not delinquent in assessments).

The bylaws also call for a nominating committee comprised of one board member who shall be the chairman and 2 members. This nominating committee should be soliciting candidates for their slate. Anyone who is a member of the assn is eligible to run. Nominations from the floor are also allowed.

You bylaws indicate each board member only serves until the next annual meeting, or one year. This means all the current board members will be up for election. Even though some board members have stated they want to stay on, they still have to run for the position. The bylaws stated 3 board positions but allowed for a larger number but the number wasn't stated -- there was a blank. I found this quite unusual; however, IMO, this means the board can be increased by the board members. If there are 5 board members now, then there will be 5 positions open. The bylaws state a majority vote is required. That means all candidates must recieve at least a majority vote. Who ever receives the highest number of votes is elected.

The bylaws did not state how the officers are "elected". Therefore, I would suggest the procedure that is used by most HOAs. The elected board of directors chooses among themselves who will serve in each of the officer positions. If there are more than 4 directors on the board the additional directors are referred to as directors at large. When this procedure is stated in the bylaws it is also stated that the elected board must meet w/i a week after the election to make this decision.

Each member of the assn who is eligible to vote (meaning they are not delinquent in payment of assessments) may do so; however only one vote per lot may be cast. If a property is owned by more than one individual they must decide among themselves who will cast the vote.

I hope I have answered all your questions!

Thank you Glen and Mary for your response.

Glen, you are correct - the three of us will have to run for re-election. We did realize this but were not sure how the two vacent seats would be filled. I'll go with your response and well as Mary and top top 5 vote getters are the new BOD.

Mary, you answered a lot of my questions and I feel more comfortable now than I did prior to posting the message - thank you. I still have a couple questions.

1. Before leaving, the Developer sold the remaining lots to a property invester (not a Builder). Does the owner of the lots get to cast 1 vote for each of the lots he owns (a total of 45)?

2. Voting with a proxy has not clicked for me as well as it should. Can you elaborate how this process works or point me into a better direction?

Thank you in advance to all who respond.

-Steven

Steven - the definition of "member" will tell you how many votes an owner has. (One OR one for each property owned)