Addition to WHoops too many Board Members

Started by BonnieG1 • 5 replies • 1813 views

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BonnieG1 (Nebraska)
Posts: 1,186

Posted:

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?

According to our documents this can only be amended by a yes vote of 100% of the members with undivided interest n the Common Areas.

Our NE State Law reads as follows:

(5) Board of administrators shall mean the governing board of the regime, consisting of not less than three members selected by and from the co-owners;

I think we need to go by the state law or make our documents confirm to the state law. Your opinion on this please. Thank you

TimB4 (Tennessee)
Posts: 21,047

Posted:

Quote:

Posted By BonnieG1 on 11/24/2011 8:37 PM

My question is can we have 6 Board members?

Based on the information in your posting, you should only have 5 board members. The sixth individual should not have a vote until they actually fill a vacant seat. However, they could attend the meetings.

KellyM3 (North Carolina)
Posts: 2,239

Posted:

Tim, in my opinion, has it correct. If the 6th person on the board - who I assume should be newest director to join - doesn't cause harm, then a voteless presence, to me, is fine. If you're a split board on many votes, it could get convoluted.

BonnieG1 (Nebraska)
Posts: 1,186

Posted:

Thanks for your help. This issue has partially been resolved. A Board member that actually turned in her resignation to the President in October, but decided to stay on whan another Board member resigned for medical reasons actually resigned. We are now down to 5 Board members per our documents.

It would have helped if our President would read the documents. She told me when I mentioned this to her that she did not read them.

The problem we have now is that this new Board member is also the Building Manager. The Lawyer who is a Board member was out of time with family when we had the November meeting. I am certain she would have had better control of the situation if she had been at the meeting.

It frustrates me to no end that our President does not read our documents. She couldn't even find her copy of our documents. She had me bring my copy to her and show her where it stated 5 Board members.

IN studying this with her, I noticed the number of Board members can not be change without a yeah vote of 100% of the members. I think we desparately need to amend the paragraph that states how we are to amend the documents. Other items need amended also, but I think that is the most important item to amend. We were established in 1981 and have only had 2 amendments that I can find. One permiited the dividing of a unit between two other units. The other allowed for reassignment of parking spacs.

TimB4 (Tennessee)
Posts: 21,047

Posted:

Bonnie,

If you have a President who isn't reading the documents and another Director who is also serving as building manager (which I see as a conflict of interest if they are being paid as building manager), I would wait on trying to amend the documents. Your time will probably be better spent making sure the existing documents are followed.

Does your Association have an Officer Handbook (something other than the governing documents that tells them how to do their job)? If not, you might want to consider putting some together as it might help to explain what is expected in the position. It can also provide examples of how things should be done in case you get someone who was willing to volunteer but has never done that type of job before.

Tim

FredB4 (Ohio)
Posts: 375

Posted:

Tim,
What a great idea on the "Officer Handbook". There is a brief description in our bylaws that outline the basics but it doesn't really cover everything officers should know.
Think I will work on that to add to our BOD binders.

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