Number of Board Positions

LisaD4 (Arizona)
Posts: 7

Posted:

There is a difference of opinion as to the number of board position for our HOA. Some people believe that there are only 3 positions whereas others believe that there can be a maximum of 7. The CC&Rs state that "the Board of Management shall consist of not less than 3 Managers." The Bylaws state that "the board of management shall consist of four officers, Chairman, Vice-Chairman, Secretary and Treasurer, plus the immediate past chairmnan, and the chairman of all standing committees and a parliamentarian to be elected by the members. All board member will be voting members." The entire board is up for election this year. How many position should the the membership be instructed to vote for - 3, 4, or 7?

MicheleD (Kentucky)
Posts: 4,491

Posted:

Looks like your HOA can have a minimum of 3 directors and a maximum of 7.

MicheleD (Kentucky)
Posts: 4,491

Posted:

Oh, how many individuals are actually running?

If 9 people are running, or 12 or 15, then the top 7 vote getters would comprise the board.

If 7 or less are running, then all of them would be elected.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Lisa,

From what you've written, it looks as though there is a conflict between the CCRs and the bylaws in which case the CCRs would prevail. IMO, the board should only consist of 3 members. Frankly, the makeup of the board is usually stated in the bylaws but because your CCRs also address the issue, IMO, what the CCRs say must be followed. How many board members have there been up til now?

Can you post, verbatim, what the CCRs and the bylaws say? Thx!

MicheleD (Kentucky)
Posts: 4,491

Posted:

Quote:

Posted By MaryA1 on 11/11/2009 12:30 PM
Lisa,

From what you've written, it looks as though there is a conflict between the CCRs and the bylaws in which case the CCRs would prevail. IMO, the board should only consist of 3 members. Frankly, the makeup of the board is usually stated in the bylaws but because your CCRs also address the issue, IMO, what the CCRs say must be followed. How many board members have there been up til now?

Can you post, verbatim, what the CCRs and the bylaws say? Thx!

Mary, respectfully, I don't see a conflict and the CC&Rs do not LIMIT the board to ONLY 3 members, but rather states there can be no fewer than 3 members. So if the by-laws give a larger number, then there is no conflict, but rather provides us with an outside limit. That top limit appears to be 7, per the by-laws, with a lower limit of 3 per the CC&Rs.

DeeS1 (Michigan)
Posts: 223

Posted:

Some bylaws allow a board member to also hold more than one officer position, so the number of board members does not necessarily have to match the number of officer positions.

LynetteB (Texas)
Posts: 141

Posted:

Look up your Articles of Incorporation or Certificate of formation. (At least in Texas that is another document where that info is found). We had a similar situation. Our Certificate of Formation and CC&R's said we had to have a minimum of 3 but could have 5. Our bylaws said 3, but when we had the first election, the developer set up the election to have a 5 member board. All of the docs said that the board would decide how many board members we would have, so the board decided and adopted the amount, the bylaws were updated and we moved on. The CC&R's are generally going to give you an option of the number while the number will be determined in the bylaws. Look for a second section in your bylaws that references the board. We have a section for the board and a section for the officers. If you don't find a number in your bylaws, then you will need to amend them to add that specific information. It is also a good idea to stagger the terms of your board so that you are not in a situation to replace them all at once. Officers are generally determined every year.
Lynette

MaryA1 (Arizona)
Posts: 7,043

Posted:

Thx Michele; I guess I misread the statement. However I still think it would be good if we could read both the CCR and bylaw article verbatim. I find it strange to state "not less

Quote:

Posted By MicheleD on 11/11/2009 1:46 PM

Posted By MaryA1 on 11/11/2009 12:30 PM
Lisa,

From what you've written, it looks as though there is a conflict between the CCRs and the bylaws in which case the CCRs would prevail. IMO, the board should only consist of 3 members. Frankly, the makeup of the board is usually stated in the bylaws but because your CCRs also address the issue, IMO, what the CCRs say must be followed. How many board members have there been up til now?

Can you post, verbatim, what the CCRs and the bylaws say? Thx!

Mary, respectfully, I don't see a conflict and the CC&Rs do not LIMIT the board to ONLY 3 members, but rather states there can be no fewer than 3 members. So if the by-laws give a larger number, then there is no conflict, but rather provides us with an outside limit. That top limit appears to be 7, per the by-laws, with a lower limit of 3 per the CC&Rs.

Thx Michele; I guess I misread the statement. However I still think it would be good if we could read both the CCR and bylaw article verbatim. I find it strange to state "not fewer than 3" but not go on to say "but not more than XXX".

LisaD4 (Arizona)
Posts: 7

Posted:

At the present time, the nominating committee, which is called for in the bylaws, is just being formed. The committee will be providing all units with a nominating form in a few weeks. So, the exact number of candidates is unknown at this time. The Nominating Committee is trying to determine the number of open positions so that information can be communicated when the nomination forms are distributed to the membership.

Concerning the your comments on the number to be elected:

Our CC&Rs state that "electing a board under such rules and regulations as shall be adopted by the board, or 51 percent of the units. Since the board has not provided the owners with any amendments to our rules and regulations, I believe that the 51 percent provision is applicable. Additionally, the bylaws/rules & regulations state that "the board will be elected by a majority vote." Since there are 24 units, it is my opinion that each person running for the board must receive a minimum of 13 votes in order to be elected.

Do you concur?

Additional info: Since this is an unincorporated association, our governing documents are the CC&Rs, Bylaws, Rules and Regulations (listed in hierarchical order). The state statute states that "owners shall elect a board of directors of at least three members."

LisaD4 (Arizona)
Posts: 7

Posted:

In reply to MaryA1:

Please note that my initial post contains the exact verbiage (text in quotes) that appears in both documents.

IMO, the state statute (ARS 33-1243 G) and the CC&Rs merely state the minimum requirements and the bylaws supplement both by providing additional specific details. Therefore, IMO, there is no conflit.

LisaD4 (Arizona)
Posts: 7

Posted:

In reply to MaryA1:

Please note that my initial post contains the exact verbiage (text in quotes) that appears in both documents.

IMO, the state statute (ARS 33-1243 G) and the CC&Rs merely state the minimum requirements and the bylaws supplement both by providing additional specific details. Therefore, IMO, there is no conflict.

LisaD4 (Arizona)
Posts: 7

Posted:

In reply to MaryA1:

Please note that my initial post contains the exact verbiage (text in quotes) that appears in both documents.

IMO, the state statute (ARS 33-1243 G) and the CC&Rs merely state the minimum requirements and the bylaws supplement both by providing additional specific details. Therefore, IMO, there is no conflict.

LisaD4 (Arizona)
Posts: 7

Posted:

In reply to MaryA1:

Please note that my initial post contains the exact verbiage (text in quotes) that appears in both documents.

IMO, the state statute (ARS 33-1243 G) and the CC&Rs merely state the minimum requirements and the bylaws supplement both by providing additional specific details. Therefore, IMO, there is no conflict.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Lisa,

I was looking to read the "whole" article not just one statement. Reading just one statement taken out of context of the whole article oftentimes puts a different spin on the article. However if that would be an imposition then forget it.

I agree it would take 13 votes to elect a member to the board. As for the number which should be elected, I agree with Michele's suggestion in that the BOD should just take what they can get up to 6 members. The 7th member is the past Chairman so that position does not have to be elected. One question about the 7 member limit. The bylaws includes chairmen of all standing committees to be board members. To reach the limit of 7 that would mean there is only 1 standing committee, is that correct? You mention a nominating committee; don't you also have an architectural committee? Frankly I would consider amending the bylaws to eliminate the requirement for a parliamentarian and chairmen of all standing committees to be board members. You can still require up to 7 board members but don't specify the positions of the additional 2. I would also consider requiring staggered terms for all board members with the exception of the past chairman whose term should be 1 year. Having staggered terms is much better than having to elect all new board members each year.

I'm sure you are aware that state law now requires mail-in ballots which means nominations from the floor are no longer permitted. Ref ARS 33-1250

LisaD4 (Arizona)
Posts: 7

Posted:

In reply to MaryA1:

Please note that my initial post contains the exact verbiage (text in quotes) that appears in both documents.

IMO, the state statute (ARS 33-1243 G) and the CC&Rs merely state the minimum requirements and the bylaws supplement both by providing additional specific details. Therefore, IMO, there is no conflict.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Lisa,

OK!

RogerB (Colorado)
Posts: 5,067

Posted:

Lisa, the minimum is 3. The maximum is not clearly defined since you did not state how many standing committees and whether the officers are also the standing committee chairmen and the parlimentarian. Thus it range between a minimum of 3 (with one officer being sec/treasurer or VP/treasurer or VP/secretary and the 3 officers filling the other requirements; to a maximum of ? with 4 (officers) +1 (past chairman) +1 (parlimentarian) +? number of standing committee chairmen.