AZHOC - Arizona Homeowners Coalition
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Do all Board positions need to be filled all the time?

By AZ law, can we leave two Board positions empty long term? Our By-Laws, written in 1972 by the developer, were set up for seven members. Eventually, we were unable for years to fill those positions, and by a Board vote, the number was reduced to five members. The By-Laws were never amended. I say we need to update the document, since it also has obsolete instructions for setting up the first Board and beginning to fill it, and the years for member elections. Do we need to update that? We are told by our property manager that the cost to update the document will be $200-$300. One Board member doesn’t think we need to have those two extraneous Board seats filled, so in the future, IF someone else wants to join the Board, the positions can remain vacant. And they don’t think we need to spend the money on updates, even though it is a legal document. It’s not that no one else might ever step up to join the full five-person Board, but for years, we have had to go door to door and pressure people into joining. This is a small community where homeowners are content as long as things go smoothly, and no one is interested in taking time for the Board. This homeowner, who doesn’t live here, only joined after an issue with new windows they were installing that was not allowed based on the CC&Rs. So, what does Arizona law say about not having all seven positions filled long-term? Do we need to rewrite the By-Laws to amend the date of the annual meeting, and generally update them, again written in 1972 with irrelevant and old information? When I was president five years ago, it was like pulling teeth to have our CC&Rs, from 1972 updated. Yes, it was expensive, but it needed to be brought up-to-date. Thanks

1 Response

  1. Dennis Legere

    Deborah,

    There is a vast difference between updating CC&Rs and Bylaws. The bylaws dictate who has the authority to amend them. If it is the board of directors, then the cost to update is a vote to revise the document and type the change. They are not recorded and can simply be posted on the community website or made available to anyone requesting them. While most bylaws allow for a range of board positions from 3 to 7 or more, the board establishes the number by vote, as dictated by the community’s needs. More board members are not necessarily a good thing for any community. If your bylaws specifically call for seven board members and you want to have only five, then you must change the bylaws to allow a range to be determined by the board.

    If your bylaws require seven positions and you only fill five, then a quorum of the board is four members, not the three members if your bylaws allowed five.

    Bylaws that dictate a specific date for the annual meeting are simply stupid and should be revised to provide more flexibility.

    You can’t believe anything that you hear from either your community manager or attorney. The first probably has no idea and is just telling you what will make it easier for them, and the second knows the truth but will advise you based on what could generate more billable hours for them.

    Dennis

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