Lost another Board member

I'm in my third year as a Board member. Last year I did not run for re-election, nor did the other two members (3 member Board). Instead an entirely new Board was seated. However, after 3 months one of the new Board members stepped down due to health reasons and the remaining two asked me to take her place.

I just had a call from one of those two - she is also resigning her position now due to health reasons. Since our annual meeting is just two months away, should we try to find someone to appoint to her position or just continue on with the two of us for now? Terms are for one year, so if we were to appoint a replacement they would be up for election anyway in two months.

Here is the relevant clause from our Bylaws:
Section 4.03 "Removal" - Any Director may be removed from the Board with or without cause, by majority vote of the Members of the Association. In the event of death, resignation, or removal of a Director, his successor shall be selected by the remaining Members of the Board and shall serve for the expired term of his predecessor.

Since it says that the successor shall be selected, it would seem that we have an obligation to appoint a replacement. But there will only be one more Board meeting between now and the general meeting, so it doesn't seem to be worth it.

Thoughts?

Dwight,

I tend to agree with Gerald. However, I don't know that a letter is even necessary. When you send the notice of the meeting to the members you can include a statement explaining why a new board member wasn't appointed 2 months ago. I doubt anyone in the assn will even be aware of what has transpired. Any members attending the next board meeting will hear it in the board's discussion of the resignation.

I would encourage you to look for someone who will run for re-election. Why wait? IF they start getting information now they will be up and running after the election.

As a note, it could be very beneficial if you wanted to step down as the new person would have at least a couple months to learn from you.

Michele, you can nominate and appoint but will the person accept?

Thanks all. As it turns out, we basically took Susan's advice. We had a scheduled Board meeting yesterday (probably why this director chose to call me - to let me know that she wouldn't be there and to let me know of her resignation). Her resignation was announced and we identified a person who we would ask to take her place. I spoke with him last night and he has agreed to step in at least until the elections. Hopefully he will agree to run for election as well.

Kirk - RE: helping a new person learn the ropes. That's how I wound up back on the Board this year. After the last election, I continued to attend the Board meetings to help the new directors get up to speed. When the first director resigned, they came after me since I was there. Next time I'll make it a clean break.

Susan - There are 313 homes in the community. A 3 member board is way too small and I would love to increase it. However, beyond the problem of actually getting enough people actually interested in running, the size of the board (and the length of the term) is specified in both the CC&Rs and the Bylaws. While I feel that it was a mistake to have those details in the CC&Rs, it's there until we can get the CC&Rs amended. We've brought it up at the general meetings before, but so far, with other issues to deal with, we haven't had much luck in getting people interested in working on it. Maybe this year.

As to the staggered terms, we kind of do have that. From our Bylaws:

"Term of Office" - At the first annual meeting of the Association, Members shall elect three (3) Directors. Each Director shall be elected for a term of one (1) year and at such annual meeting of the Association thereafter, the Members shall elect three (3) Directors, of which at least two (2) are incumbents, for a term of one (1) year.

So all three directors have one year terms, but at every election at least 2 are automatically reelected. It's kind of a sleazy way to do it, but it does ensure some amount of continuity.

The part that I quoted was from our bylaws. Just the size of the Board and the length of a term is stated in both the CC&Rs and the bylaws.

As to what would happen if two incumbents were not re-elected: Assuming that all three incumbents run for re-election, then first the votes for those three are counted. The two with the highest number of votes are re-elected. The incumbent with the lowest of those three is then considered to be in a run-off with any challengers. If that third incumbent had more votes than any challenger, he is re-elected. Otherwise the challenger who had the highest number of votes wins the seat. If only two incumbents run, then they are automatically re-elected.

The real question is what if there aren't at least two incumbents running for re-election (like we had last year)? Should we force two of them to serve anyway (indentured servitude)?

I agree that it's different, but I guess in a way our system isn't too bad. A person only has to commit to one year. If he decides that he doesn't like the job, he just doesn't run for re-election. Otherwise he would either have to commit to two (or three) years or resign mid-term.

Thinking more about it, I'd suggest that the CCRs be amended to say that the number of Board members would be stated in the Bylaws.

Amend the Bylaws to state how many board members you want AND define the terms for all members.

Hold the election for the new board members.

I agree with Susan; the size of the board is something that belongs in the bylaws. While you're amending the CCRs, you might want to take a look at the other articles. Perhaps there are others that really belong in the bylaws rather than the CCRs.

The bylaws generally contain articles on:

1) election of directors; term of office; removal; resignation; vacancies
2) make-up of board
3) members: annual & special meetings & notices; quorum; proxies
4) BOD: regular & special meetings & notices; quorum;
5) number and qualification of directors
6) a description of the officers duties
7) indemnification of directors and officers
8) powers and duties of the board
10) duties of the officers
11) committees
12) membership: who qualifies as a member; transfer of membership; classes of membership
13) property rights: use and enjoyment of common areas and amenities; reasonable fees and regulations for facilities

plus a number of misc. other provisions