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Subject: Board Elections at Transition

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JustineP
(Arizona)

Posts:7

12/03/2008 9:41 AM
Our HOA may be transitioning from the Developer to the Residents during 2009. The big question is how to handle the "new" board elections. If anybody is willing to share their HOA Board Election procedures, I would greatly appreciate it. They are currently trying to decide how many should be on the board, what officers are necessary, should the President be elected separately, should the President be paid a small stipend, etc. Thank you!

JohnK3
(Pennsylvania)

Posts:568

12/03/2008 9:44 AM
Justin, Your ByLaws probably contain most of the info you are seeking. Give them a look and let us know.

JustineP
(Arizona)

Posts:7

12/03/2008 9:48 AM
They do, but for some reason our Advisory Board wants to change them. So, I was asked to see how other HOA Boards are elected.

JohnK3
(Pennsylvania)

Posts:568

12/03/2008 9:54 AM
Justine, Okay. What do they provide for, and what are the proposed changes? And who is the Advisory Board?

SusanW1
(Michigan)

Posts:2316

12/03/2008 9:56 AM
Most common is: at Annual Membership Meeting: Membership elects Board; board elects its own officers at its first meeting. (However, our HOA has elected officers first, then 5 members at large to equal 9 members. This has caused problems in the past, but they won't let go of "tradition." I do not recommend this.) IMHO ---- Most important thing is to appoint a Nominating Committee that finds qualified, willing people/members to present as a slate. Nominations are also taken from the floor. Write-ins allowed. If you use proxies, don't allow them to go towards elections, only to establish the quorum. A "teller" should be appointed to oversee the election process, verfiying the ballots, counting the votes and presenting the results to the presiding officer, who announces the actual count and winner of election.

BruceF1
(Connecticut)

Posts:696

12/03/2008 10:28 AM
I would recommend a minimum of a 5-member board, more than 7 may not be practical. I suggest 5 because with fewer(say, 3 members) there is no difference between a majority vote and a 2/3 vote (with 3 members they are the same). A super-majority should be more difficult to attain. Avoid even-numbered boards to prevent tie votes which always fail because a tie is not a majority. Stagger the terms. Start off by selecting the top 3 vote-getters for a two-year term and the next 2 highest vote-getters with a one year term. Ater that, elect either 2 or 3 members in alternate years for two-year terms. This this year you elect 5, next year 2, following year 3, then 2, then 3 and so on. Your current board can probably amend the bylaws to accomodate this.

BruceF1
(Connecticut)

Posts:696

12/03/2008 10:31 AM
Posted By SusanW1 on 12/03/2008 9:56 AM Most common is: at Annual Membership Meeting: Membership elects Board; board elects its own officers at its first meeting. (However, our HOA has elected officers first, then 5 members at large to equal 9 members. This has caused problems in the past, but they won't let go of "tradition." I do not recommend this.) IMHO ---- Most important thing is to appoint a Nominating Committee that finds qualified, willing people/members to present as a slate. Nominations are also taken from the floor. Write-ins allowed. If you use proxies, don't allow them to go towards elections, only to establish the quorum. A "teller" should be appointed to oversee the election process, verfiying the ballots, counting the votes and presenting the results to the presiding officer, who announces the actual count and winner of election. I recommend more than one teller; at least 2 (to check on each other); maybe 3.

DonnaS
(Tennessee)

Posts:2951

12/03/2008 10:52 AM
Justine, This is the MOST important time in the life of your HOA. The Developer still can change things before he turns over to your membership. Exactly what does your advisory board want to change? You can ask the developer to rewrite some items and he might do so if he feels that it is not changing the integrity of how he wants this developement to function.. Your association will be filed with your State under "Non Profit Corps" and your Articles of Inc will spell out your Board size and how elections will be handled. IF the Developer has not done so, he can do the changes that your advisory board wants and then file them with the State. There is a whole lot more to do other than just change things because some members feel like they should have things different. If the developer does not wish to rewrite things, then advisory board or not, you must follow what all of the documents state and require until a time comes when THRU A VOTE OF THE ENTIRE MEMBERSHIP, you make amendments to the governing covenants, articles and bylaws.

RobertR1
(South Carolina)

Posts:2521

12/03/2008 10:54 AM
Justine, You and the Board want some good advice, I can give you some good advice. You posting so far show an acute lack of what in the world is going to happen to you all. You give out information piece meal and expect to receive all the answers to to what is an extremely important time in your association life. You throw out how you are going to consider a stipend for your president as if this has anything to do with your transitition, and your board wants to change things and have directed you to tell them how other Boards do it. Look my friend, your association is about to assume considerable responsibility when your are free from your developer. Your prime concern right now is to absolutely know, without a doubt what you are taking over. Does the developer have a board, who is on that, are there any owners, what do they say. My advise, because if you can afford to pay a Board president anything, you can afford a lawyer, so hire a damn good one and make sure he has done transitions before. Let him deal with the developer, get what you can get, don't start in a hole with delevopers debts or promises, business is business. Now if you are just a bunch of foplks that agreed to help out, then best you get a lawyer if you have any doubt or anyone in your association has any doubt. Once your lawyer gets your ducks in a row and the transition finally takes place, just accept what you are handed as far as covenants and documents are concerned. Tell the developer it has been fun, walk into the next room and call your first association meeting. Have a slate for elections, take the vote, certify the election, sit the New Board at the head table and conduct your meeting. No way should you change things until you know your documents on how changes are made (means follow thr Damn good lawyer's direction) and begin the process on what you want to consider changing. It is a process, will take time and owner participation. If you get this far you will have faced 1000 things I have not told you about but you will be smarter by far and capable of knowing what to do. Once you all get up to steam, tell the damn good lawyer you will call him when you need him.

MaryA1
(Arizona)

Posts:2504

12/03/2008 10:59 AM
In most instances it's the declarant who organizes the meeting and perhaps even solicits candidates. Remember the declarant is normally the Pres. of the board which is staffed with his appointees. Holding the annual election is not a matter that the members traditionally become involved with; this is a board matter. This assn has an advisory comm. however,I'm not sure what authority they really have. My assn has an advisory committee that is involved with all board matters, can offer advice and opinions and even sits in on closed sessions of the board; however, they have no power whatsoever. Regarding changing the requirements: I believe it best to leave things alone until a member board has been in office for at least one year. Perhaps nothing really needs to be changed! Where is the board of directors???

DonnaS
(Tennessee)

Posts:2951

12/03/2008 11:06 AM
Mary, You totally lost me. Normally I am in step with ya. You said--"Remember the declarant is normally the Pres. of the board which is staffed with his appointees."--- You do mean PRIOR TO TURNOVER? "Holding the annual election is not a matter that the members traditionally become involved with; this is a board matter." --- Again, do you mean prior? I think that Justine is a HOA novice and we better be really clear with information. I got confused so she might also. Sorry friend.

MaryA1
(Arizona)

Posts:2504

12/03/2008 11:14 AM
Posted By DonnaS on 12/03/2008 11:06 AM Mary, You totally lost me. Normally I am in step with ya. You said--"Remember the declarant is normally the Pres. of the board which is staffed with his appointees."--- You do mean PRIOR TO TURNOVER? "Holding the annual election is not a matter that the members traditionally become involved with; this is a board matter." --- Again, do you mean prior? I think that Justine is a HOA novice and we better be really clear with information. I got confused so she might also. Sorry friend. Sorry, Donna. Yes, I'm talking about the annual meeting held at transition to elect the first member board. Regarding my other remark that holding the annual election is a board matter: actually that applies before, during and after transition. The board is always resp. for scheduling the annual meeting just as they are resp. for taking care of all the other business of the assn.

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