Flawed Election Process

[Guest Barry Myers]

This year's election our Board decided to add another seat to the Board from 5 Directors to 6. In our bylaws this is permissible. However, they decided to keep two board members on the Board to stagger the terms of the Board Members which violates our bylaws, covenants and State law. Our Bylaws state "all Board Members will be elected at our annual meeting" and our covenants state "Board Member will serve a term of 1 year". Also, we are incorporated and our governed by State law which states: we can stagger the term of our Directors if provided in our Bylaws. Our ballot instructions to the property owners state to vote for 4 candidates on the list of nomonees. The results of the election will be announced at our annual meeting. At the annual meeting should it be addressed that the property owners voted for 4 candidates so 4 Directors should be seated for 2011 (our Bylaws state we must have at least 3 Board Members)since their action violates our governing documents? We informed the Board if this issue, but they continued with the election process. How should we handle this at the annual meeting?

[Larry Cisar]

This year's election our Board decided to add another seat to the Board from 5 Directors to 6. In our bylaws this is permissible. However, they decided to keep two board members on the Board to stagger the terms of the Board Members which violates our bylaws, covenants and State law. Our Bylaws state "all Board Members will be elected at our annual meeting" and our covenants state "Board Member will serve a term of 1 year". Also, we are incorporated and our governed by State law which states: we can stagger the term of our Directors if provided in our Bylaws. Our ballot instructions to the property owners state to vote for 4 candidates on the list of nomonees. The results of the election will be announced at our annual meeting. At the annual meeting should it be addressed that the property owners voted for 4 candidates so 4 Directors should be seated for 2011 (our Bylaws state we must have at least 3 Board Members)since their action violates our governing documents? We informed the Board if this issue, but they continued with the election process. How should we handle this at the annual meeting?

Under RONR, the board cannot change the bylaws just because they want to. However, I am guessing you are going to need the services of a lawyer more than a parliamentarian.

[Josh Martin]

How should we handle this at the annual meeting?

Raise a Point of Order and an Appeal, if necessary.