Staggering Terms for Board Elections

Alex,
We termed our Board by the number of votes recieved. The 3 highest were given the 2 year terms spots and the next 2 were given 1 year terms, totalling 5 Board members. 3 with 2 year and 2 with 1 year. Makes sense?

Joe:

Do you have a recommended wording for that change in the CC&R?

Here's one I found that wasn't too bad:

"Number, Term and Qualification. The number of directors of the
Association shall be seven (7). At each annual meeting thereafter, the Members shall elect the number of directors
needed to fill the vacancy or vacancies created by the director or directors whose term(s) is (are)
expiring, to serve for a term of three years (except in the case of the next election of a directors following the adoption of this article,
in which case the terms shall be established with the three(3) candidates receiving the greatest number of votes shall serve a three(3) year term; the candidates receiving the fourth (4th) and fifth (5th) greatest number of votes shall serve a two (2) year term; and the candidates receiving the sixth (6th) and seventh (7th) greatest number of votes shall serve a one (1) year term, to provide for the staggering set forth in
this Section, or in the case of the filling of a vacancy, in which case the director elected to fill the
vacancy shall be elected for the unexpired term of the director whose vacancy is being filled).
The term of office of the directors shall be staggered so that, except for an election to fill
a vacancy or to fill a newly-created directorship, the terms of not less than one (1) nor more than
three (3) directors shall expire at each annual meeting, Each director shall hold office until his
death, resignation, retirement, removal, disqualification, or his successor is elected and qualified.

The Members of the Association may, by a majority of the votes cast at any duly called
annual or special meeting of the Members at which a quorum is present, increase or decrease the
number of directors of the Association, provided, however, that the number of directors may not
be increased to more than seven (7) nor decreased to less than three (3), respectively, without
amendment of these Bylaws."

You should still have your association attorney review it to make sure it fits with the documents and state laws, and is adopted and recorded properly. I'm not an attorney and this language may not be appropriate for your situation.

Joe

This is the section of our Bylaws dealing with this which I think is simpler. It was passed through the attorney as we had no end of trouble with our original bylaws.

ARTICLE V
BOARD OF DIRECTORS: SECTION: TERM OF OFFICE

Section 1. Number. The affairs of this Association shall be managed by a Board of five (5) directors who need not be members of the Association.

Section 2. Election. At the annual meeting, the members shall elect directors. The term of office is three years.

Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority of the members of the Association. In the Board does not have its full complement of five members for any reason whatever, the Board can appoint directors to fill the vacancies. The term of office will be to the next annual homeowners meeting. (As amended 12 March 1991.)

For staggered terms invariably we have gotten the advice to do it by the number of votes. Unfortunately, it keeps getting unstaggered.

very good point Susan.... By the way.. how does one really CAMPAIGN for it?

From someone who has been involved for a long time the thought of having to reelect an entire board is staggering in and of itself. Perhaps in brand new communities where enthusiasm is keen it wouldn't be overwhelming. We usually have to scrounge to get people to run for the board in any vacancies that are open.

I would add that there is a little history that goes on and that just perhaps having someone on the board that has served at least a year before might be helpful. My first year on our board we were all neophytes, but thankfully we were researchers and learned about associations. With the effort that I see current members putting into the job, I hate to think of a totally new board. If you have a property manager, perhaps that problem isn't as bad, but then again you would be totally dependent on the PM, which is not always a terrific idea either.

All that being said I wish we could just reelect a whole new board at the moment!

The President can run, but she doesn't have to win. Just make sure that the election and meeting are run fairly. If you have proxies, get out and collect them. If there is more than one seat open, get the volunteers to run for each seat (hopefully make sure they don't run against each other and split the vote). The trickiest thing is making sure that the volunteers get on the ballot and things are not done to tilt the election toward the current board member.

Stanley,
Below is just the part of 720;303, which is "recall of Directors. There is much more to the section but this part says how to do it and what the Directos are required to respond with. It is very easy to read and understand. Hope that this helps.

c)1. If the declaration, articles of incorporation, or bylaws specifically provide, the members may also recall and remove a board director or directors by a vote taken at a meeting. If so provided in the governing documents, a special meeting of the members to recall a director or directors of the board of administration may be called by 10 percent of the voting interests giving notice of the meeting as required for a meeting of members, and the notice shall state the purpose of the meeting. Electronic transmission may not be used as a method of giving notice of a meeting called in whole or in part for this purpose.

2. The board shall duly notice and hold a board meeting within 5 full business days after the adjournment of the member meeting to recall one or more directors. At the meeting, the board shall certify the recall, in which case such member or members shall be recalled effective immediately and shall turn over to the board within 5 full business days any and all records and property of the association in their possession, or shall proceed as set forth in subparagraph (d).

(d) If the board determines not to certify the written agreement or written ballots to recall a director or directors of the board or does not certify the recall by a vote at a meeting, the board shall, within 5 full business days after the meeting, file with the department a petition for binding arbitration pursuant to the applicable procedures in ss. 718.112(2)(j) and 718.1255 and the rules adopted thereunder. For the purposes of this section, the members who voted at the meeting or who executed the agreement in writing shall constitute one party under the petition for arbitration. If the arbitrator certifies the recall as to any director or directors of the board, the recall will be effective upon mailing of the final order of arbitration to the association. The director or directors so recalled shall deliver to the board any and all records of the association in their possession within 5 full business days after the effective date of the recall.

(e) If a vacancy occurs on the board as a result of a recall and less than a majority of the board directors are removed, the vacancy may be filled by the affirmative vote of a majority of the remaining directors, notwithstanding any provision to the contrary contained in this subsection or in the association documents. If vacancies occur on the board as a result of a recall and a majority or more of the board directors are removed, the vacancies shall be filled by members voting in favor of the recall; if removal is at a meeting, any vacancies shall be filled by the members at the meeting. If the recall occurred by agreement in writing or by written ballot, members may vote for replacement directors in the same instrument in accordance with procedural rules adopted by the division, which rules need not be consistent with this subsection.

(f) If the board fails to duly notice and hold a board meeting within 5 full business days after service of an agreement in writing or within 5 full business days after the adjournment of the member recall meeting, the recall shall be deemed effective and the board directors so recalled shall immediately turn over to the board all records and property of the association.

(g) If a director who is removed fails to relinquish his or her office or turn over records as required under this section, the circuit court in the county where the association maintains its principal office may, upon the petition of the association, summarily order the director to relinquish his or her office and turn over all association records upon application of the association.

((i) When the recall of more than one board director is sought, the written agreement, ballot, or vote at a meeting shall provide for a separate vote for each board director sought to be recalled.

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