💬 Join us to post & get advice from 50,000 HOA & Condo leaders.

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in

BonnieG1 (Nebraska)
Posts: 1,186
Posted:
At the Board meeting yesterday, the President moved we add another Boar member. It was seconded and passed. I thought one of the current Board members was going to resign as she has been threatening to do for months. She had even given a letter of resignation to the President a few weeks ago, but we talked her into staying a while longer since another member (whom we did not know was going to resign) resigned due to health problems.

We replaced the member who resigned the next week, keeping us at 5 Board members.

On the first agenda our President sent this second member's resignation was on it. But the agenda had been revised and the Presdent passed out the revised agenda at the meeting.

Our By-Laws read The Board of Directors shall compose of (5) Directors, four (4) of whom shall be Members or spouses of Members...............................................The fifth Director shall be an officer or employee of the Declarant, shall be appointed and removed only by the Declarant and shall have an unlimited term of office.

The Director appointed by the Declarant is another issue in our community and long story as to why we do not have a Board member appointed by the Declarant.

Our documents state the Board can appoint a member to fill a term of a member who resigns. This 6th member is not replacing anyone.

My question is can we have 6 Board members?

I think we need to try to amend this to read at least 5 Board members with no reference to the Declarant.
BradP (Kansas)
Posts: 2,640
Posted:
Bonnie:

If your bylaws read 5 directors then 5 directors it is. If you aren't under declarant control anymore I would agree you need to update that. The motion and second to appoint the 6th board members is null and void since it is against your bylaws. Someone has to step down first.
SusanW1 (Michigan)
Posts: 5,202
Posted:
Bonnie: If you are working under this bylaw:

Our By-Laws read The Board of Directors shall compose of (5) Directors, four (4) of whom shall be Members or spouses of Members...............................................The fifth Director shall be an officer or employee of the Declarant, shall be appointed and removed only by the Declarant and shall have an unlimited term of office.

#######

There are just so many things wrong here, it's urgent that you amend your bylaws.

Four persons elected to the board by the Members?
Spouses can serve together on the same board?
The fifth director only appointed by a declarant? And the declarant is no longer in the picture?
Unlimited term for this declarant-appointed director?
This appointed director can be an officer?

Work to get this straightened out ASAP.

FredB4 (Ohio)
Posts: 375
Posted:
Bonnie,
It is important to know why the declarent still has control of a board position. Unless the project is not fully constructed or sold, I don't know why they would still have control.How they turn over control to the owners should also be part of the Declaration of Ownership.
However, what ever the situation I would say that the last board member appointed is not a valid member of the board.I would think that you can't have 6 board members without also amending your CC&R's.

🎯 You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

  • ✓ Ask follow-up questions
  • ✓ Share your experience
  • ✓ Get expert advice
  • ✓ Access 350,000 discussions
Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in here