Question:
We have a newly formed HOA. FORMED solely by the contractor & his “appointed” board of directors.
They are filing Bylaws and refusing any meetings to vote on bylaws or elect directors by the members until an annual term is up. The annual term was decided by the contractor and his appointees.
What is the authority of appointed directors and length if their term?
– Phyllis
Answer:
According to the Alabama Homeowners’ Association Act Section 35-20-7, “A declaration or the governing documents of a homeowners’ association may provide for a period in which the declarant will maintain control of the election of directors and officers of the association and a right to reasonably alter, amend, or modify the declaration.”
You may also find additional guidance under the Alabama Nonprofit Corporation Act if your HOA is organized as a nonprofit corporation. Section 10A-3-2.09 states the following:
“(a) The number of directors of a nonprofit corporation shall be not less than one. Subject to this limitation, unless the number of directors is fixed by the certificate of formation or the bylaws, the board of directors may fix the number of directors from time to time. The number of directors to serve on the initial board of directors shall be fixed by the certificate of formation. Unless the certificate of formation or bylaws require an amendment to the certificate or the bylaws, the number of directors may be increased or decreased from time to time by the board of directors. No decrease in number shall have the effect of shortening the term of any incumbent director.
(b) The directors constituting the initial board of directors shall be named in the certificate of formation and shall hold office until the first annual election of directors or for any other period as may be specified in the governing documents. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the governing documents of the nonprofit corporation. In the absence of a provision fixing the term of office, the term of office of a director shall be one year.
(c) Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term to which he or she is elected or appointed and until his or her successor shall have been elected or appointed and qualified.
(d) A director may be removed from office pursuant to any procedure therefor provided in the certificate of formation.”
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