full board of directors

we recently had our annual meeting and election,with 2 new board members being elected, however 2 existing board members resigned immediately after the election. This leaves the board to appoint 2 members until the next years election. My question is, can the existing members of the board conduct any business before they appoint the 2 vacant positions? Apparantly this partial board wants to change some things before any new members appointed will be able to oppose these changes.

HB
What web ye mortals weave, when first we practice to deceive.

I expect your assumption here is as you propose, three active members of a five man board and you are correct they can conduct business as the majority. Interesting this should come up now. The thread concerning who can be on the Board loams large. Suppose the OP here was correct and there is some manipulation to make some changes with a three member board that they could not do with a five member board. Do you agree that a two member majority of the three member board is all that is necessary to conduct business?

Regards the "who can serve on the board thread", solicited many that say, it don't matter who is on the Board and justifies more than one member from a unit as a non problem, for various reason, one of which was, the Board does not have any or little authority.
With that in mind, what would you say the board should consider when they get around to appointing the two new members? Can they appoint another member from, say, each of two units already on the Board? Two members if co-owners from one unit on the Board? It was explained there is nothing inherently wrong with the Board unilaterally accepting more that one member from one or more units. So with a "stroke of the Board pen" this two member majority of a three member board could easily become a three member majority of a five member board if one of the two positions appointed came from a unit already represented. If the three member board was wont to stack the deck, as is being suggested here.

HB, do you think the three people that are going to appoint two new members should appoint those members from the pool of units having no representation on the Board or is it proper to appoint one or maybe two members from the co-owner pool from units already on the Board. That is, if you assume the Boards have this authority if there is no direction in the documents? Or is this as JonD suggests, much to do about nothing as it is never going to be an issue?

Tim,
I would also suggest we keep on the same page.

I can not buy your logic that the reason it is proper to have your spouse on the Board along with you is because she is apt not to agrere with you or you with her. Add that the spouse is not the issue here, it is co-owners, which can or not be spouses.
It is not perception that I am basing my objections on, it is realities. We have 65 units, 65 votes, each vote is aspportioned and the total vote weight adds up to 100%.

Thats the truth, so when we vote our unit vote it is not 65 votes, it is 65 vots represent the total value of the association. How large do you think our actual pool of co-owners is? Then if we add in spouses (as you all insist on doing, even if a spouse may or nor be a co-owner), how many people are we talking about. I have no idea in my complex, and I would venture to say no association has given any thought just how many people comprises their people pool. Lets take one unit with six different co-owners. Lets assume all co-owners are married and you all seem hell bent to include them in this people pool. That makes twelve folks just from that one unit, and suppose that unit has a vote apportionment of 1.2. That means that each person eligible to be a board member represents 10% of that 1.2 percentage. Now, our documents say each unit has to elect which co-owner can hold the vote and they can change this at will by their co-owner vote. That individual them holds 1.2 % of the total apportioned vote of the membership (owners and co-owners as listed on the deed to the individual unit.

Then to add insult to injury, you are suggesting if anyone has any problem they should petition the board and present proof of their justification for the board to consider all this and develop a policy or rule that explains why the board should have authority to declare all these people are board eligble. All they have to be is a spouse or a listed co-owner, they don't even have to carry a membership apportioned vote, just be on the deed or married to some one on the deed.

But, I am not out to prove myself right and someone else wrong, just consider all the ramifications, that all.

If the Board directs proof be established the board should prove why they have the authority to create such a complex situation, because it is not coveded in the documents.

We have 132 units and only a five member BOD so no matter what at least 127 units won’t have a voice on the BOD and to make matters worse Three Board members (president, secretary and treasurer) all have units in one building, two of them actually across the hall from one another. Should we change the By-Laws to prevent such an Axis of potential Evil from ever being formed again?

Example of power of the Board: Real ongoing court case.
The state recently changed the Beach front set back line and now set back line bisects our condo property in the middle, halfed the units inside half outside. An appeal is costing 188 properties effect on the island $500/unit.
To protect island as a whole our island POA decreed our condominium would all be effected. The POA filed suit and the appeal to an administrative law judge has been filed. Our BOD of condo consulted with our lawyer and inquired if only those individuals units inside the setback are effected. Council says all units are effected because all owners in condo are part owner of the complex as a whole. Our BOD then notifies that each owner of the condos have to pay the cost for appeal. The island POA has now decreed that the effect of changing this set back line will adversely effect the island as a whole and the members of the POA will be charged with the prorated cost of the suit to get the set back lines moved back.

Here we have two BOD, one condo, one POA that the Board has the power to involve the membership in a court case to try and protect the whole island and the whole condo complex.

This kind of power is rightly bestowed (protection of the whole) but it seems to me be beyond some kind of day to day grass cutting and landscaping.

This is an active issue and has been explained to all the owners on the island and all the owners of the condos by their respective Boards. In the case of the condos, they are included in the POA position and the condo Board position. The condo board position was reached after consulting our condo lawyer that said you can not cleave the property in half because the whole is owned by the members of the condo (All common property. The POA position is that all property owners are directly effect by the change in the set back lines and will be effected by the diminished property values due to redrawing set back lines.

This is an example of the power and mandates of POA and condo operations, hardly some kind of paper tiger.

Tim, all in a days discussion..............no problem, I appreciate your interest.

Regard your last paragraph: If the 3 member board can speak for the Board, do you agree then that the majority of a five member board is now two out of a three member board? Is that ok? If so, suppose two members are husband and wife or two co-owners of one unit?

At the first meeting after the election the new president made a motion to let the manager use HER vendors which the old board went through the bidding process to get the best deal for the community and changed a number of vendors which were being used.The problem I see is the manager which is an employee has control over these 5 and with no opposition decisions will be made that will not be in the best interest of the community.vendors will be chosen by friendships not best deal for the community

Robert,

It would depend on what the Association Documents say.

If the wording is "the board will consist of 5 directors"

I would then have to say that a quorum would be 3 out of the 5. If two seats are vacant, then all three board members need to attend to conduct business.

If the wording is "the board will consist of a minimum of 3 and a maximum of 5"

It's a toss up. I could see an argument that there is now a minimum of 3 directors making a quorum being 2. I can also see an argument that the Association voted for 5 directors therefore, regardless of the vacant seats, a quorum would be 3.

Since the situation above would come down to the interpretation of the written requirement, depending on who you talk to you will have different interpretations. I would see the membership, or a concerned member, to have the following options:

1. Rely on the common sense of the Board and hope they truly want to work for the community vs. personal agendas.

2. Lobby for a bylaw amendment to have something in writing addressing such an issue.

3. Take the issue to a court of law for a ruling.

I believe the issue of husband and wife, owner/co-owner, etc. being on the board boils down to what is legal based on the Associations governing documents and/or State/Federal law.

Again, what is legal is not always what is considered to be what is the right thing to do.

Tim

HB,

I would find it unusual if those things weren't already outlined in Robert's bylaws. Oftentimes a person will post a question here that the answer to is in their docs. Many people are not thoroughly familiar with their docs or just don't know where to look for the answer. I'm not saying Robert didn't thoroughly research his bylaws b/4 posting but he didn't say "this is not addressed in my bylaws" either.