HOA Board Members - how many? Seven or Eight?

Most people would say the the board of directors of The Summit Community Association, Inc. (commonly known as the Summit's HOA) has seven members.

If you read the By-Laws, that's the number (seven) you'll come up with.

In November of odd-numbered years, four should be elected. In November of even-numbered years, three should be elected. What happened in recent elections?

In December 2020 three were elected. They were Vernell Butler, Auby Dellinger, and George Reynolds. They were to serve until November 2022.

Reynolds died in office in April 2021. The board never declared the vacancy on the board, and his seat remained vacant for 18 months.

In November 2021 five* (5) were elected. They were Brenda Bryant, Mary Ann Game, Paul Hill, Justin Martin, Greg Thomas. 

* The board erroneously allowed five to be elected, because there were only two surviving directors of the December 2020 election. Only four should have been elected, and the board should have filled George Reynolds' vacant seat by appointment.

3 + 5 = 8. Now there are eight on the board, including the vacant seat of Reynolds. There are only supposed to be seven.

In April 2022 Paul Hill died. Justin appointed Dennis Rybicki to succeed Paul but erroneously told him he could serve only six months and that he would have to run for election in November 2022. That is absolutely NOT in compliance with the By-Laws; the appointed successor serves out the unexpired term of the deceased director. But Justin does what he wants, and the board allows him to do it.

In November 2022 three were elected. They were Vernell Butler, Vicki McCarthy, and Dennis Rybicki. Vicki resigned in February 2023. (Why would someone resign only three months after being elected?) I'll bet there is an interesting story behind Vicki's resignation. The board appointed Tanisha Holmes to replace Vicki. The three serve until November 2024.

Even though only seven sit at the front of the room for board meetings, there are eight (8) directors. The seven who sit there, PLUS the vacant seat of Rybicki, who had succeeded Paul Hill but who had to resign after he was elected to a two-year term of his own.

Rybicki could not hold two seats. His resignation has never been officially discussed or entered in the Minutes of the SCA. (Did he even resign?) That board seat of Hill/Rybicki is now vacant-by-resignation.

By-Laws, Art. III A, Section 7 reads in part: "In the event of the death, disability, or resignation of a director, a vacancy may be declared by the Board, and it may appoint a successor."

The use of "may" does not mean it's optional. Should a death, disability or resignation occur very near the end of a term-of-office, the board then would not be required to appoint a successor. With 12-18 months remaining, the vacancy should be filled.

That board seat (of Hill/Rybicki) should not remain vacant from November 2022 until November 2023. The board should address the improper election of November 2021 and remove one member. 

As soon as the board realized it had one too many directors, it should have taken action to remove one. Did it? Absolutely not. This is just one more instance of non-compliance with the By-Laws. I have emailed them often about this.

A simple, inexpensive and quick way to identify the member to be removed would be to draw straws. Ah, but what if Justin or Greg or Mary Ann got the short straw? Can you hear the screams? The one to be removed should not automatically be the newest board member, Brenda Bryant. She is a 1/7, equal member of the board.

A less-simple, more expensive and slower way to identify the member (elected November 2021) to be removed would be to obtain legal advice and follow it.

In November 2023 only four should be elected.

The immediate problem for the November 2023 election is that there are no legitimate "electors" (Voting Members). How can you elect Directors, when you don't have enough (or any) qualified voters?