How to increase the Board of Directors from 5 to 9?

How to increase the Board of Directors from 5 to 9?

I will try to explain our situation the best I can so please don’t hesitate to ask a question for clarification. Our Board of Director’s has 4 new people on it this year and we are trying to overhaul the HOA but right now we are lost on this issue.

We are a HOA with 600 homes, these 600 homes are divided into 5 sub-division. Currently the way the Board of Director’s is created is at the annual meeting each sub-division votes for (3) people, one is voted to be the Board of Director for their sub-division and the other (2) are voted to be sub-board members (not sure why because I can’t find anything in the Covenants or Bylaws about Sub-members). The Board of Director’s then meet after the meeting to nominate and vote on the officer position, so each Board of Director carries the title of an Officer. This makes since to all of us, but we want to maximize the limit of Board of Director’s to (9) which our Covenants allow. So what were are thinking for the rest of the year is the Officers stay in their current positions and the other (4) people we are trying to make Board of Director’s would be Members at Large.

The only problem is we don’t know the process of taking the current board from (5) to (9) in mid year. Are the sub-board members considered Board of Director’s?

Our HOA has gone through some major changes (for the better) and we are getting people who want to serve on the Board of Director’s now to help out.

We are currently in the process of replacing our Management company so asking for guidance from them is pointless. So I turn to my favorite place on the internet HOATalk.com for some help. Trying to accomplish this before the end of August if possible!

I have also listed a couple of areas of our Covenants that talk about BOD and Officers;

Section 3.2. Number. Term. Appointment. The Board of Directors shall consist of a minimum of three (3) directors and a maximum of nine (9) directors. Upon incorporation and until expiration of the term of office of directors appointed by the Class B member, the Board of Directors shall consist of three (3) directors. After expiration of the term of office of directors appointed by the Class B member, there shall be the same number of directors as there are Community Associations and each Community Association shall appoint a member of its Board of Directors to serve on the Board of Directors of the Corporation. The term of office of a director appointed by a Community Association shall be one (1) year. Despite the expiration of a director's term, the director continues to serve until a successor is appointed and qualifies, or until there is a decrease in the number of directors.

Section 4.1. Officers and Qualifications Therefore! The officers of the Corporation shall consist of a President, a Vice President, a Secretary and a Treasurer. The officers shall be chosen by the Board of Directors. Any two (2) or more offices may be held by the same person, except that the duties of the President and Secretary shall not be performed by the same person.

Thanks You
Chad
www.kensingtonfarmshoa.org

I would take your sub-directors/members that are currently active & serving, and make them directors ASAP. Your documents probably allow for the board to increase the number of directors at its discretion when it feels the need. All nine board members are directors but there are only four officers (president, vice president, treasurer and secretary). The five board of directors can be called 'directors' without any official title of an officer, or maybe you would like them to head a committee and give them a title of chairman of the pool committee, etc.

I am a newly elected board member and not very experience with condo bylaws. Our board is also in a situation where the number of board members varies. According to other board members on our board, whenever the board number goes up or down they have to amend the bylaws. Can't you just have your bylaws state that the number of boards members have to be an odd number over 3? Or is there some verbiage that you can use to allow your board number to fluctuate without having to run to the attorney's office?