The eternal Board

Dorthy,

Typically it's the State Corporate laws that allow an unelected board to stay on. For Washington State, this is addressed in RCW 24.03.100, where it states [emphasis added]:

"Each director shall hold office for the term for which the director is elected or appointed and until the director's successor shall have been selected and qualified."

My question to you is, how do you know you won't have a quorum at the general meeting until you hold the meeting?

Since this is impossible to know for sure, every year you would need to issue a notice, print ballots and hold the meeting. If a quorum is not available the members may typically suspend the meeting while they call friends and neighbors to solicit proxies or have them show up so a quorum can be reached or adjourn the meeting for lack of a quorum. However, you must still hold the meeting.

My other question is, what happens when your "eternal board" gets tired of doing the job?

Our association had a small group who liked to be in charge and ran every year. They would always be reelected partially because people liked the job they were doing and partially because no one else wanted to do the job. They recently quit running and no one has stepped forward to fill their shoes. Now we are facing the potential of not having a quorum of the BOD which means that the Board may not conduct business.

In my opinion, an "eternal board" only promotes membership apathy.

Tim

In our HOA, homeowners can nominate themselves or someone else using hte proxy or show up and do the same thing. We announce who's running for re-election, so the proxy could also be used to authorize someone to vote for the incumbents or whoever, or authorize the president to vote on their behalf.

You're right about the potential for an eternal board - if no one volunteers to do anything, you either wind up with the same people for years on end (leading to burnout, complacency and other stuff). In our HOA, if a board member doesn't resign or is voted out, he or she will remain until that happens (if there's a resignation, the board appoints someone to serve out the term and then that person can run for election).

I suppose if everyone's happy about the way things are done and the board's doing a good job and the board members don't seem to mind 10 years or more have passed since they came on and there's no ending in sight, good for that HOA. But everything ends - even if that's the case, who's to say someone won't have to move away or their family situation changes to where they have to step down? Who will take that person's place?

That's why I don't understand people who yell for term limits in HOAs - seems to me if you want to vote the vermits out, you can do so. I know there are some HOAs where one (or several) peole seem to be doing whatever they want, but that usually happens because the rest of the homeowners sit on their keister and do nothing. How does anything change if you don't get off your butt?

So let me see if I understand this correctly. Once a Board is voted in, if there is no quorum ever again, that Board is, in effect, still the same acting Board it was when there was a quorum. So, in effect, operations stay the same, authority to rule and regulate stays the same, nothing changes at all. The only time an association actually needs a quorum is when a specific action requires a vote -- hence the Eternal Board.

I agree with Tim that this "EB" promotes membership apathy. However, let's consider another "eternal" question: "Do the gods love it because it is pious? Or is it pious because the gods love it?" In other words, does an Eternal Board exist because there is apathy? Or is there apathy because this Eternal Board exists?

I also resonate with what Sheila said. Perhaps we might consider thinking about all this hand-wringing over apathy differently. At the end of the day, anyone who wants to be involved in their community has the choice to do so. If anyone sits back and allows idiots to make decisions that could adversely affect their investment, as well as their day-to-day living experience, in which they are not an active participant, well, bummer for them. If everything goes to hell-in-a-handbasket because not enough people seem to care, well, bummer again, huh? If this apathy threatens the legality of the HOA, well, bummer thrice. They would have to deal with it, now wouldn't they? Not one of us can nor should bear the responsibility for someone else's choices.

On the other hand, if you have a few good people who do care and who do manage their community with care and integrity -- who cares if no one else is volunteering? If no one is volunteering because the job is being well-done, so be it. For me, my biggest fear is stepping down and having some complete moron who couldn't care less about the covenants or bylaws or neighbors take over. And judging from the breathtaking apathy that does exist, this is more of a possibility than finding another like me or my VP in the 'hood.

So, I guess I am done beating my breast over the dullness of most people's interests. I'll serve until someone asks me not to. Happily either way.

Dorothy