In regards to RVS Community Manager’s email “Notice of Interest – Board of Directors” sent October 4, 2016, I believe there is an error in the identification of vacancy term lengths.
How Many Board Director Positions Are Open? What Are The Terms Of Service?
It is no surprise that given the spate of resignations from our RVS Board this year, 2016, as well as last year, 2015, there is some confusion as to who must run for the open Director positions at the next Annual meeting, and how long will the term of office be.
The terms for Board members are two years and they are elected in alternate years. Three Directors run for office one year, followed by four Directors who run the subsequent year so that some continuity is maintained on the Board. (See By-Laws, 3.3, paragraphs ii. iii, and iv.)
What Happens When There Is A Vacancy?
According to RVS By-laws:
In the event of the death, disability, or resignation of an Owner Director, the Board may declare a vacancy and appoint a successor to fill the vacancy until the next annual meeting, at which time the Voting Delegates entitled to fill such directorship shall elect a successor for the remainder of the term. (See by-Laws 3.5, 4th paragraph.)
Thus, any Director who was appointed to a vacancy as a result of a resignation will fill the vacancy until the next annual meeting which in this case will be November 15, 2016. At the Annual meeting a successor (who may be the appointee, if s/he chooses to run) will be elected to complete the remainder of the term (which in the case of filling a 2-year incomplete term, means holding office for one year).
Past practice has been that open 2-year Director positions are filled by the top vote getting candidates, and the 1-year incomplete successor term(s) is filled by the next highest vote getting candidate(s).
This is not the first time the question has arisen as to how many positions are open and for how long.
A Brief History
At the Annual General meeting of the RVS HOA in November, 2014, there were four open Director positions filled:
- Three 2-year terms filled by Bernie Paiz, Jonnalynn Grover, and John Zipprich;
- One 1-year term to replace Paul Burguieres’ position (who resigned and was not replaced by a board appointee). Carol Thompson had completed her 2-year term as a Director and was running for a Board position. Since she received the fourth highest number of votes of the eight candidates running, her term was for the open 1-year successor position for Burguieres .
Continuing 2014 Board Members were (1-year term remaining for each):
- Bonnie Houston,
- Laura Corbin,
- Jim Kerr
In January, 2015, we learned of Laura Corbin’s resignation (1-year term remaining of a two year term), and in April we were informed of Bonnie Houston’s resignation (1-year remaining of a two year term).
At the April 28, 2015 RVS Board meeting, Laura Corbin was appointed to fill her previously resigned position, and there was no appointment made at that time to fill Bonnie Houston’s position.
Then, we were informed of John Zipprich’s resignation (2-year term) sometime in August, 2015.
As of August 20, 2015, we were informed of the successor appointments of Rev. Dr. Barbara Boyd and Eric Sanders to fill the vacancies of Bonnie Houston and John Zipprich.
So, there was a full Board of seven Directors present at the September 22, 2015 Board meeting.
What did that mean for the election of Director candidates for the November 17, 2015 Annual meeting?
It meant that there were five Director candidate positions open for a seven member Board:
- Four 2-year terms to replace the expired terms for Houston, Kerr, Thompson (who was the successor for Paul Burguieres’ position), and Corbin (successor for herself),
- One 1-year successor term to complete Zipprich’s term.
The Election Results of the Annual meeting of the RSV HOA in November, 2015 for the five open positions (in vote tally order)
- Eric Sanders: 71, term = 2 years
- Barbara Boyd: 66, term = 2 years
- Laura Corbin: 58, term = 2 years
- Jim Bailey: 57, term = 2 years
- Jim Kerr: 50, term = 1 year — to complete Paul Burguieres’ position which had previously been filled by appointee Carol Thompson.
- Carol Thompson: 48, not re-elected
- Marcia Kaplan: 38, not elected
Continuing 2015 Board Members (1-year terms remaining for each):
- Bernard Paiz
- Jonnalyn Grover
Upcoming 2016 Election
In Spring 2016 Eric Sanders (2-year term) resigned; Carol Thompson appointed successor for the remainder of 2016.
In June/July Barbara Boyd (2-year term) resigned; no action taken to fill vacancy.
in September Jim Bailey (2-year term) resigned; no action taken to fill vacancy.
2016 current Board members:
- Bernard Paiz (end of 2-year term),
- Jonnalyn Grover (end of 2-year term),
- Laura Corbin (one year remaining),
- Jim Kerr (successor-completes 2-year term for Burguieres)
- Carol Thompson (successor for Sanders),
- Two unfilled Director positions; each have a 1-year successor term open through November, 2017.
How Many Board Director Positions Are Open?
By my count there are six openings:
- Three 2-year terms (to replace Paiz, Grover, Kerr/Burguieres’ successor);
- Three 1-year successor terms (to replace Thompson/Sanders, Boyd-unfilled, and Bailey-unfilled).
Thus, only Laura Corbin need not run for a Director position.
I hope this summation helps to clarify Director openings and terms of office.