Board Transitions - Article V
Relevant Bylaws
Article V Board of Directors: Selection: Term of Office
Section 1. Number. The affairs of this Association shall be managed by a Board of five (5) directors, who need not be members of the Association.
Section 2. Election. At the first annual meeting the members shall elect one director for a term of one year, two directors for a term of two years and two directors for a term of three years; and as the term of such directors expire new directors shall be elected for
terms of three years.
Section 3. Removal. Any directors may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
Plain English
Overview:
Article V outlines how the Board of Directors is structured, how directors are selected and removed, their terms of office, compensation policies, and how they can make decisions. This article is crucial for both members and the Board to understand their rights and responsibilities in governing the Association.
Section 1. Number of Directors
Board Composition:
The Board consists of five (5) directors.
Eligibility: Directors do not need to be members of the Association.
Implications for Members and the Board:
The Association's affairs are managed by a Board of five individuals.
The option to appoint non-members allows the Board to include individuals with specific expertise or skills beneficial to the community.
Section 2. Election of Directors
Initial Election:
At the first annual meeting, members elect:
One director for a one-year term.
Two directors for two-year terms.
Two directors for three-year terms.
Subsequent Elections:
After initial terms expire, all directors are elected for three-year terms.
Implications:
For Members:
Members have the right to vote for directors at annual meetings.
Staggered terms ensure continuity on the Board, preventing a complete turnover at once.
For the Board:
Helps maintain experienced leadership over time.
Requires planning for upcoming elections and term expirations.
Section 3. Removal and Replacement of Directors
Removal:
Directors can be removed with or without cause.
Requires a majority vote of the Association's members.
Filling Vacancies:
If a director is removed, resigns, or passes away:
The remaining Board members select a successor.
The successor serves the remainder of the original term.
Implications:
For Members:
Empowered to hold directors accountable through the removal process.
For the Board:
Must be prepared to act swiftly to fill vacancies to maintain full governance capabilities.
Section 4. Compensation of Directors
No Compensation:
Directors do not receive payment for their services.
Expense Reimbursement:
Directors may be reimbursed for actual expenses incurred while performing their duties.
Implications:
For Members:
Assurance that directors are serving in the community's best interest without financial incentive.
For the Board:
Need to track expenses carefully and ensure transparency in reimbursements.
Section 5. Actions Without a Meeting
Written Consent:
Directors can take actions without a formal meeting if they obtain written approval from all directors.
Equal Validity:
Such actions are as valid as those taken during an official meeting.
Implications:
For Members:
Board can make timely decisions when urgent matters arise.
For the Board:
Provides flexibility but requires careful documentation to ensure legality and transparency.
Relevant Processes for the Board
Organizing Director Elections
Preparation:
Schedule annual meetings in advance.
Prepare election materials, including ballots and candidate information.
Execution:
Conduct elections fairly and transparently.
Ensure that all members are informed about the election process and their voting rights.
Compliance:
Follow the staggered term system to maintain continuity.
Managing Director Removal and Succession
Removal Process:
Facilitate a fair process if members initiate a director's removal.
Record the majority vote accurately.
Succession Planning:
Identify potential candidates to fill unexpected vacancies.
Vote among remaining directors to appoint a successor promptly.
Handling Compensation and Reimbursements
Policy Development:
Establish clear guidelines on what expenses are reimbursable.
Require proper documentation (receipts, invoices) for reimbursements.
Transparency:
Keep detailed records of all reimbursements.
Make financial reports available to members upon request.
Conducting Actions Without Meetings
Procedure:
Define situations where action without a meeting is appropriate.
Obtain written consent from all directors (emails, signed documents).
Record-Keeping:
Document the action taken and the consents received.
Include these records in the minutes of the next official meeting.
Engaging Non-Member Directors
Selection Criteria:
Determine the qualifications needed for non-member directors (e.g., expertise, experience).
Integration:
Ensure non-member directors understand the community's needs.
Encourage open communication between non-member directors and the Association.
Relevant Processes for Members
Participating in Elections
Voting:
Exercise your right to vote for directors at annual meetings.
Candidacy:
Consider running for a director position if interested and eligible.
Engagement:
Stay informed about candidates and their platforms.
Initiating Removal of a Director
Process:
Voice concerns to other members and the Board.
Organize a vote with the majority of members if necessary.
Responsibility:
Ensure that the decision to remove a director is in the best interest of the community.
Staying Informed and Involved
Meetings:
Attend annual and special meetings to stay updated on Association affairs.
Communication:
Provide feedback to the Board on governance and community issues.
Transparency:
Request access to Board meeting minutes and financial reports if desired.
Key Takeaways
Board Structure and Governance
A five-member Board manages the Association, with directors serving staggered terms for continuity.
Directors can be non-members, allowing for a broader selection of qualified individuals.
Member Rights and Responsibilities
Members have significant influence through voting in elections and the power to remove directors.
Active participation ensures the Board reflects the community's interests.
Board Operations
The Board operates without compensation, emphasizing volunteer service.
Flexibility in decision-making allows the Board to act swiftly when necessary, with appropriate checks and balances.