Director term question-annual meeting

Our HOA was transferred from developer to homeowner control in August, 2008. The first board meeting was held October, 2008. Our annual meeting is in March, 2009. Are all board positions open at this time, even though the directors have only served six months?

Scot,

Are we to understand the BOD was elected at the Aug '08 meeting? What are the terms of office as outlined in the bylaws? In many instances those members serving on the first BOD are elected for 1, 2 and 3 yr terms to allow for staggered terms. If that is the case with your assn, then, IMO, the board members serving a 1 year term would be up for re-election at the Mar '09 annual meeting, only because the first annual meeting was held in Aug instead of Mar. Only if your bylaws do not allow for staggered terms would all members of the BOD be up for re-election in Mar 'o9.

Scot,

Did the members vote on staggered terms; if so what was the procedure? FYI, this is how my bylaws read for our 5-member board:

Starting with the election of directors in 200X, directors shall be divided into 3 classes with staggered terms of office. Two directors shall be elected for a term of 3 years, two directors shall be elected for a term of 2 years, and one director shall be elected for a term of 1 year. The directors elected by the members shall be assigned to 1 of the 3 classes based on the totla number of votes each director receives with the directors receiving the highest total number of votes being assigned to the classes with the longest terms. In each election of directors thereafter, directors shall be elected for a term of 2 years, except as otherwise provided in these bylaws."

IMO, if this was not done at the last annual meeting, then it should be done at this meeting. On the other hand if it was done at the last meeting, then the director serving the one year term would be the only one up for re-election.

Scot,

You said: "Our bylaws state "the initial terms of directors may be for different terms as set by members to obtain a staggered Board if desired by the Members. In succeeding years, each director shall be elected for a two-year term." It appear you bylaws require staggered terms "if desired by the members", but the procedure is not outlined. If the members did not vote on this at the initial member meeting, I would suggest they do so at the next annual meeting. If they vote to have staggered terms then the board can follow the procedure outlined in my bylaws. As for the terms for the existing board members, my thought would be that they all agree to stand for re-election at the next annual meeting. Personally I think staggered terms are the best as the board will always have some seasoned members who are aware of what has gone on in the preceding year and can educate the new members. Otherwise, each year the board may be made up of new members with no knowledge of what's in the works, what's transpired, etc. Reading the past meeting minutes is not the same as having served the previous year. Believe me, there is generally a lot of important info that does not get written into the minutes.