Board member 'at large'?

Started by TaraR • 8 replies • 10783 views

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TaraR (Arizona)
Posts: 24

Posted:

In my association, there are 3 board members. It's my understanding just talking to friends, it should be a board of 5. So, when I asked the board president could we get 2 more people on the board, she said they could but they would be board members 'at large'. What does 'at large' mean?

SwanB (Washington)
Posts: 199

Posted:

We are a nine member Board with the following Directorships:
President, Secretary, Treasurer, Legal and Insurance Dir., Grounds and Maintenance, Violations Dir., Property Standards Dir., Social and Public Affairs Dir., and Director-at-Large.
Each of the above (other than the Director-at-Large) have specific duties and job descriptions. The Director-at-Large position is one that allows our Board to take on special projects or issues of a short range nature ie. launching a beautification campaign that the Grounds and Maintenance Dir. simply doesn't have the time to coordinate.
Other HOAs may use their 'at-large' positions in different ways. This is what works for us.

RogerB (Colorado)
Posts: 5,067

Posted:

Tara, a Board member who is a Director at Large holds no office. Many small associations (less than ~75), who have a property manager, have only three Board members. Larger associations and those without a property manager usually have a minimum of 5 to spread out the work.

WilliamT (Arizona)
Posts: 489

Posted:

Posted By SwanB on 07/03/2006 6:47 AM

We are a nine member Board with the following Directorships:
President, Secretary, Treasurer, Legal and Insurance Dir., Grounds and Maintenance, Violations Dir., Property Standards Dir., Social and Public Affairs Dir., and Director-at-Large. Each of us have specific duties and job descriptions.

SwanB,

Do you also have an MC, or are you a self managed HOA?

We have an MC, but there is much work that still needs to be done by directors. I've been thinking about how we could set up our board in a similar fashion to yours. I have some questions if you have some time to answer them.

1. Can each of the directorships enlist people in the community to work with them (as a committee), or must the board approve committee members to work with each directorship?

2. How many homes in your community?

3. With 9 directors, do you have any problem with quorums due to directors being absent from meetings?

4. How often are your board meetings?

We are a 148 member gated community with 3 entry gates (2 are required due to the physical location) and we only meet quarterly, which is not sufficient, in my opinion, to get the work done in a timely manner.

5. Is it possible for me to see a copy of your duties and job descriptions for each of these positions. Ours would end up being set up differently, if I can get this project off the ground, but the descriptions you have would be a starting place for us to get ideas that would fit our situation. If you can, my email is [email protected]

Thanks,

Bill

JulieS (Georgia)
Posts: 412

Posted:

When our HOA was turned over to the homeowners, three board of directors were elected. Per our documents, the board could expand to five and did so shortly after letting the MC go. Our board of directors consists of the following titles: President, VP, Treasurer, Secretary and Director.

TaraR (Arizona)
Posts: 24

Posted:

I'm still confused, what does 'at large' mean? Does this member classification have limits or are they as involved as the other board members? Meaning, do they have the right to vote on issues as the other board members?

BradP (Kansas)
Posts: 2,640

Posted:

Tara:

Yes, they still have all the rights other Board members have, they simply don't hold an office or an official duty.

LuciusD
Posts: 139

Posted:

Posted By TaraR on 07/03/2006 6:03 AM

In my association, there are 3 board members. It's my understanding just talking to friends, it should be a board of 5. So, when I asked the board president could we get 2 more people on the board, she said they could but they would be board members 'at large'. What does 'at large' mean?

Tara,
Some people use "at large" to refer to a Director (board member) who does not also occupy an office.
I suggest you read your Bylaws carefully. Bylaws I have studied distinguish the functions of directors from those of officers. (Directors direct and Officers execute.)
Some Bylaws specify a fixed number of directors. Some specifiy a range of numbers. Some allow an unlimited number.
Some Bylaws specify one or two officers (usually president and v.p.) be board members. Some do not specify ANY officer need be a board member.
My opinion is that the majority of any board should be "at large" and most officers should not also be board members. Officers should "DO" and the board should "DIRECT" and supervise. The quality control function should be separate from manufacturing and sales.

WilliamT (Arizona)
Posts: 489

Posted:

Posted By TaraR on 07/04/2006 3:22 PM

I'm still confused, what does 'at large' mean? Does this member classification have limits or are they as involved as the other board members? Meaning, do they have the right to vote on issues as the other board members?

Let's say you have a board consisting of 7 directors. The board then elects the following officers. President, VP, Tres., Sec. The 7 directors now consist of 4 officers and 3 directors at large. Everyone has the same voting rights. It's just that the 4 officers have very specific duties and responsibilities.

Now let's say you want to establish another office, instead of just a committee chair. You can have an office called, as an example, Community Affairs Director. The board writes a charter describing the specific duties and responsibilities for that office, and then the board elects a director to hold the office of Community Affairs.

Now you have 5 officers and 2 directors at large.

The directors at large debate and vote the same as the officers, just have no specified duty. They will perform whatever duties is asked of them, or that they volunteer for. The directors at large, and the officers can also be heads of committees that may be established.

Hope that helps,

Bill

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