Get 1 year of free community web site hosting from Community123.com!
Tuesday, September 29, 2020











HOATalk is a free service of Community123.com:

Easy to use website tools to help your board
Only members have access to all features.
Click here to join HOATalk for Free! Members click here to login and access all features.
Subject: Adding more Board Members
Prev Next
Please login to post a reply (click Member Login on the menu).
Author Messages
ChrisE7
(Georgia)

Posts:5


02/12/2020 6:17 PM  
Can you all help me please. Our community is a 98 home community with 3 members. 2 of the members are best friends and the 3rd person is the 3rd person in that position because the last 2 have felt out voted with all decisions made. They have been told that basically they are just a secretary and must be ok with "documenting" their decisions. Is there a way to add more board members so that it is not always a 2 vs 1? Thank you all so much!
DeidreB
(Virginia)

Posts:99


02/12/2020 6:49 PM  
Your By Laws should address Board composition (number of directors required or allowed and what officer positions are required along with any caveats like which officer positions cannot be held by someone also holding another particular position).

Perhaps your By Laws allows the board to have a range of directors such as from 3 to 5 (I have seen that). If that is the case, you could engage people to run for the board to add to it.

If your By Laws stipulates 3 directors, and you wanted to change it to let's say 5, then you would have to pursue an amendment which would require an association vote and the percentage approving would be in your By Laws as well.

Also, while reading your By Laws, see what it says about who can call a special meeting of the Association or the Board if the 3rd person wants to push the issue.

Finally, and I do not know the people involved, but consider the possibility that the number of directors may not be the issue but rather who the directors are. Is the 3rd person on the board appointed or nominated and elected because they were seen as a good candidate who would simply go along? Perhaps that person could find a replacement who has more of an assertive personality type.
CathyA3
(Ohio)

Posts:1245


02/13/2020 6:07 AM  
Creating new board positions won't fix the problem of bad board members - you may end up with even more of them. And for a small community (under 100 homes), three seems reasonable. If you increase the number of positions, you'll have the problem of trying to fill all of them. If you can't find enough volunteers, you'll have to worry about not having a quorum which means the board can't do business.

Besides which, it costs money to try to amend your governing docs, and you have no guarantee that you'd be successful.

The correct process is to replace the two people who you believe are doing a bad job. (Are they? Are they making bad decisions, or do some people just not like the decisions that are being made?)

Just to add some more color to this sort of situation:

In my community we have 3 board members who serve staggered 3 year terms, with one term expiring every year. A couple years back we got a new board member who believed that she should be able to do exactly as she pleased, condo law and finances be [email protected] (At one point she even called the owner of our property management company and told him that the PM should do what she wanted and ignore what the two experienced board members had voted on. I kid you not.)

In other words, this sort of two vs. one dynamic is not unusual. It may also be perfectly fine depending on what's actually going on.

People who have never served on an association board have some shaky ideas about how a community association actually works and what the board's function is. In my experience, the angriest owners usually were angry that the board was doing exactly what it was supposed to do. For example, they believed that the board shouldn't fund our reserves because they didn't think they should have to pay for new roofs for future owners. (Come to think of it, the new board member I mentioned two paragraphs ago also believes that, despite being told repeatedly that Ohio condo law requires funding the reserves in accordance with the most recent reserve study. I wish I were joking...)

So... if someone believes that they should replace some board members, they need to 1) educate themselves to make sure they truly understand what's going on, 2) educate themselves about the proper procedures for removing board members (hint: look in your by-laws), and 3) start talking to the neighbors to develop support for replacing the current board, including finding people who would be willing to serve in their place. Oh, and 4) prepare to have an eye-opening experience.

KerryL1
(California)

Posts:7516


02/13/2020 9:05 AM  
With Cathy & Deidre, the best way to get rid of this twosome is to campaign hard close to the next election for other candidates. How many slots will there be for the next election? When is it?

So this means you need to find other good people willing to run. Perhaps you're that person?
ChrisE7
(Georgia)

Posts:5


02/13/2020 12:36 PM  
Wow, you've given me alot to think about. The new secretary is my spouse. We have a brand new board. We are a new community and the current management company just gave it over the community company. There are outrageous quotes for landscaping and pool that we have gotten quoted for (on the down low) and we showed it to the other 2 board members and they refused to even consider them. They are ok with us paying too much and the HOA fees just went up 50%. The community was not happy at all. When we went to our annual meeting. Everyone had submitted questions beforehand and none were answered. Only voting for the secretary. The current members have very strong personalities and also govern our FB page. They don't let people post freely and censor everything posted. That is why we decided to ru to hopefully change things.
ChrisE7
(Georgia)

Posts:5


02/13/2020 12:39 PM  
When my wife met with them they told her that she was there to document meetings but that is all she need to do even voting was not needed. We are so frustrated but wouldn't trying to remove a board member be all out war and I'm not sure anyone wants to go into war with the president. She is not a very nice lady.
GenoS
(Florida)

Posts:4076


02/13/2020 1:41 PM  
Posted By CathyA3 on 02/13/2020 6:07 AM
People who have never served on an association board have some shaky ideas about how a community association actually works and what the board's function is. In my experience, the angriest owners usually were angry that the board was doing exactly what it was supposed to do. For example, they believed that the board shouldn't fund our reserves because they didn't think they should have to pay for new roofs for future owners.

Yes, yes, and yes.
GeorgeS21
(Florida)

Posts:3130


02/13/2020 2:28 PM  
I've read this thread a couple of times and am still confused.

Chris - can you post (name of association redacted) the part of your Bylaws or CCRs that deals with the number of board members, duties, etc?
JohnC46
(South Carolina)

Posts:9900


02/13/2020 2:49 PM  
Chris

Most Bylaw will say something like a BOD consisting of 3 to 7 members and leaving it up to the BOD. We have chosen to set BOD size at 5 but have been known to run with just 3. I for one do not like spouse's serving together on a BOD.
KerryL1
(California)

Posts:7516


02/13/2020 2:58 PM  
I'm confused too, Chris. What, for instance, does this mean: "We are a new community and the current management company just gave it over the community company." Does it mean your developer turned the HOA over to the Owners??? Put another way, what is a "community company?"

Your spouse needs to put various things, like quotes for landscaping, on a board meeting agenda for the board to discuss. Do you have open board meetings that owners may attend? I don't know if GA requires open board meetings.

What you mean to say is you have three bar members, not "members." "Members" are owners. But it sounds like the Members (all owners) voted for the position of secretary. but in most HOAs, the members vote for board members and the the board members or directors vote for the officers, e.g., president, secretary. this is why we need to see your bylaws (or maybe CC&Rs) to review how many directors you should have and what officers you should have.

If the members voted your wife to be a director, then she certainly has a vote on the board for every item.
KerryL1
(California)

Posts:7516


02/13/2020 2:58 PM  
I'm confused too, Chris. What, for instance, does this mean: "We are a new community and the current management company just gave it over the community company." Does it mean your developer turned the HOA over to the Owners??? Put another way, what is a "community company?"

Your spouse needs to put various things, like quotes for landscaping, on a board meeting agenda for the board to discuss. Do you have open board meetings that owners may attend? I don't know if GA requires open board meetings.

What you mean to say is you have three bar members, not "members." "Members" are owners. But it sounds like the Members (all owners) voted for the position of secretary. but in most HOAs, the members vote for board members and the the board members or directors vote for the officers, e.g., president, secretary. this is why we need to see your bylaws (or maybe CC&Rs) to review how many directors you should have and what officers you should have.

If the members voted your wife to be a director, then she certainly has a vote on the board for every item.
ChrisE7
(Georgia)

Posts:5


02/13/2020 4:08 PM  
I'm trying to attach but it says it exceeds the max storage. Not sure how to change it.
ChrisE7
(Georgia)

Posts:5


02/13/2020 4:46 PM  
Sorry to confuse everyone. There are 3 members in our HOA board. The President, Vice and Secretary. The president quit so everyone moved up the ladder and she was voted in as secretary. Our HOA is new per say because the builders appointed our management company and just recently handed it over to the homeowners. We still have the same management company that the builders began the subdivision with. My wife has attended 2 monthly meetings and no, the non BOA homeowners are not invited to these meetings. She was in shock over the things they were approving and she was the no vote but since the other two vote yes, then she feels like she has no voice. I am not on the board, I am simply trying to find solutions to these issues. No one but the president and vice president get to make decisions. The community isnt happy so would I get someone to start a petition to take off the 2 members. There are others willing to take their places. Would that make it obvious that it is my wife and I's idea and she could lose her position on the board? Thank you all. You don't know how much we appreciate all your feedback.
KerryL1
(California)

Posts:7516


02/13/2020 5:00 PM  
Yes, your bylaws are too long. Just cut and & past the parts about the directors and the officers. There's something incorrect about how you're talking about them. Directors & officers are two different things. Owners elect directors and they directors all have a vote on board business.

Can you read & understand this part of your bylaws?
CathyA3
(Ohio)

Posts:1245


02/14/2020 7:38 AM  
Posted By ChrisE7 on 02/13/2020 4:46 PM
Sorry to confuse everyone. There are 3 members in our HOA board. The President, Vice and Secretary. The president quit so everyone moved up the ladder and she was voted in as secretary. Our HOA is new per say because the builders appointed our management company and just recently handed it over to the homeowners. We still have the same management company that the builders began the subdivision with. My wife has attended 2 monthly meetings and no, the non BOA homeowners are not invited to these meetings. She was in shock over the things they were approving and she was the no vote but since the other two vote yes, then she feels like she has no voice. I am not on the board, I am simply trying to find solutions to these issues. No one but the president and vice president get to make decisions. The community isnt happy so would I get someone to start a petition to take off the 2 members. There are others willing to take their places. Would that make it obvious that it is my wife and I's idea and she could lose her position on the board? Thank you all. You don't know how much we appreciate all your feedback.




If your wife is new to serving on a community association board, then she will typically spend her first year discovering just how little she knows about the process. If she thinks that she has a firm grip on things after two monthly meetings, then she is mistaken. In my experience a new board member will spend their first year feeling overwhelmed and wondering what the heck they've gotten themselves into. In the second year they've gotten their feet under them and are really learning the ropes, and in the third year they begin to fire on all cylinders.

If a first year board member assumes that she knows better than the experienced board members, she is almost certainly wrong. It's not impossible that those board members are clueless - it happens, especially in communities just out of developer control. But assuming that is premature, especially since you've provided no examples of what you think is so shocking. The angriest homeowners (and board members) I've come across have also been the least knowledgeable about HOA living and what the board's function is.

One of the things you don't know is that your wife can't "lose" her position on the board unless the homeowners vote her off in accordance with your by-laws. She can be removed from her officer position (secretary) but that doesn't mean she's off the board. Board members serve at the pleasure of the homeowners, and can be recalled with or without cause.

I also Googled Georgia's Sunshine Laws, and it appears that community associations are exempt. This means that board meetings do not have to be open to the members unless your governing docs state otherwise. (Hopefully one of our Georgia posters will chime in if I'm wrong about that.)

And I'll repeat something I said earlier: it's not unusual to have split votes on a 3-person board. Boards usually have an odd number of directors in order to break tie votes. If board decisions are always unanimous, then I'd suspect that maybe things aren't functioning as they should, but a split vote is fine.

I strongly recommend you and your wife thoroughly read your governing documents, including the by-laws. They are the bible for how your community needs to function, and board members should have good working knowledge of all of it.

Please login to post a reply (click Member Login on the menu).
Forums > Homeowner Association > HOA Discussions > Adding more Board Members



Only members have access to all features.
Click here to join HOATalk for Free! Members click here to login and access all features.







General Legal Notice:  The content of forum messages are from the posting member and have not been reviewed nor endorsed by HOATalk.com.  Messages posted by HOATalk or other members are for informational purposes only, are not legal or professional advice and do not constitute an attorney-client relationship.  Readers should not act upon this information without seeking professional counsel.  HOATalk is not a licensed attorney, CPA, tax advisor, financial advisor or any other licensed professional.  HOATalk accepts ads from sponsors but does not verify sponsor qualifications nor endorse/guarantee any sponsor's product or service.
Legal Notice For Messages Posted by Sponsoring Attorneys: This message has been prepared by the sponsoring attorney for informational purposes only and does not constitute legal advice. This information is not intended to create, and receipt of it does not constitute an attorney-client relationship. Readers of HOATalk.com should not act on this information without seeking professional counsel. Please do not send any sponsoring attorney confidential information unless you speak with the sponsoring attorney or an attorney from the sponsoring attorney’s firm and get authorization to send that information to them. If you wish to initiate possible representation, please contact an attorney in the firm of the sponsoring attorney. Sponsoring attorneys that post messages here are licensed to practice law in a specific state or states as indicated in their message signature or sponsor’s profile page. (NOTE: A ‘sponsoring attorney’ is an attorney that is a HOATalk.com official sponsor and is identified as such in the posted message or on our sponsor page.)

Copyright HOA Talk.com, A Service of Community123 LLC ( Homeowners Association Discussions )   Terms Of Use  Privacy Statement