AZHOC - Arizona Homeowners Coalition
Voice for homeowner rights and justice.

Start/end dates of elected directors

Several of us have been wondering if you have seen this in other community Bylaws? And, if so, how’s it typically understood/handled?

CONCERNING: Start/end dates of elected directors:

Our Bylaws say this:
Directors shall take office following the close of the annual meeting at which they are elected and shall hold office until their successors have been duly elected AND the first meeting of the new Board has been held. The organizational meeting of a newly elected Board shall be held within thirty (30) days after the annual meeting at which the Board was elected.

We have two possible interpretations that are being pushed and were hoping you could push us one way or the other as to which is more likely correct.

1.) During the “transition” time between the election and the first meeting of the new board, BOTH the newly and the previously elected board members are now ALL members of the board, so board membership temporarily EXPANDS during that (up to 30 days) transition window.
2.) It’s like the US Presidential election system whereby the new directors are elected, but do not become “inaugurated” until the opening of “the first meeting of the new board of directors.”

NOTE: Our Bylaws also say “the Board shall consist of, and the voting Members shall elect, a minimum of three (3) and a MAXIMUM of SEVEN (7) directors.”

We currently have a five member board. So, in the case of #1, if 3 directors turn over during an election, we’d then duly elect 3 completely new directors. Here’s the rub: According to #1, for that (up to 30 days) “transition” period, we’d have an EIGHT member board, which is prohibited by our CCRs.

Your thoughts?

1 Response

  1. Dennis Legere

    Newly elected board members take their positions at the end of the members meeting where they were elected, and the existing board member’s term end at that meeting. Any other interpretation of these provisions would be illogical and force other specific provision to be meaningless. Clearly the language relevant to the first meeting of the board is confusing at best, but that provision is usually relevant to the election of officer positions for the newly elected board and does not in any way extend the term of the previous sitting board members. In all cases when a new board member is elected the term for the sitting board member terminates. There is no relevant provision for inauguration in Common interest law.

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