How to increase the Board of Directors from 5 to 9? > HOA Forum

Unanswered

Active Topics

Forums

Forums > Homeowner Association > HOA Discussions

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

Prev Next

You are not authorized to post a reply.

Author

Messages

ChadC
(Indiana)

Posts:15

08/02/2006 11:57 AM
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

CharlesW1
(Georgia)

Posts:821

08/02/2006 12:15 PM
ChadC- I wish I could give you all the information you need. I don’t even know where to begin myself. Our HOA community can’t even get enough to fill the positions on the board let alone your situation, although you do have a bigger neighborhood. You said it, when you mention “turning to your favorite site for advice”. I too can always count on a majority of the people from this site too response to what I and others have posted. Good luck and hang in there. Advice is sure too come your way soon enough. Chuck W.

Charles E. Wafer Jr.

JulieS
(Georgia)

Posts:412

08/02/2006 12:59 PM
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.

RogerB
(Colorado)

Posts:3725

08/02/2006 2:03 PM
Chad, based on your post here is my interpretion. There is a master association and 5 sub-associations. Each sub-association elects 3 Board members and one of the 3 is voted to represent their sub-association on the Board of the master association. After incorporation and while under control of the Developer (class B members) there are three Directors. After the homeowners take control there are 5 Directors - the same number as there are Community Associations (assumes these are the sub associations). The 5 Directors of the Master Association elect 4 officers. Didn't see anything on the election of officers for the sub-associations but they should also elect officers. To change and add more than 5 Directors would require amending the Declaration. This interpretation does not explain why a maximum of 9 Directors is stated. Perhaps when the development was started the developer did not know there would only be 5 sub-associations. Or perhaps it was to allow both Class B Directors plus a Director from each of the 5 sub-associations during the transition period.

Roger Borcherding Official HOATalk.com Sponsor DARCO Property Management (Colorado) (303) 925-0150 *See legal notice below (end of page) or go to www.hoatalk.com/legal

SandyA
(Kentucky)

Posts:8

08/06/2006 5:34 AM
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?

WilliamT
(Arizona)

Posts:489

08/06/2006 5:46 AM
Your bylaws should spell out the minimum and maximum number of directors. If it doesn't, then the board can write an amendment and ask the members to approve it. Our bylaws require a minimum of 3 and maximum of 9 directors. Bill

You are not authorized to post a reply.

Forums > Homeowner Association > HOA Discussions > How to increase the Board of Directors from 5 to 9?