How Long Can the Same People Serve as Directors of a Homeowners Association?

Because many homeowners associations have one or more individuals who have served as a director, and frequently the president of the association, for many years, a frequent issue that arises concerning the management of a homeowners association is how long a person can continue to serve as a director of the association. Such situations tend to prevent the introduction of new leadership that brings different perspectives and skills to an association and can enable long-time board members to further their own agendas and place their own personal interests ahead of those of the community.

The length of time that any one person can serve as a director of a homeowners association is determined by state statutes, the association’s governing documents, and action in the form of voting by association members.

Provisions Contained in State Statutes.

State statutes generally contain provisions that either trump or defer to an association’s governing documents relative to the term of the association’s directors. For example, the state of Florida has a statute that limits the number of terms that the directors of condominium associations can serve to four consecutive two-year terms unless they are approved by a vote of 2/3 of the members or there are not enough eligible candidates to fill the director seats that need to be filled. Such language controls over any inconsistent language that may be found in the bylaws for a condominium association. More common state statutes relative to the term a director may serve defer to the association and contain language such as the following:

Unless the articles or bylaws otherwise provide, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified, unless the director has been removed from office.

Provisions Contained in Governing Documents.

Because the language of the typical state statute leaves it up to the association to include provisions in their articles or bylaws that describe the term for which a director can serve, it is extremely important for all homeowners associations to have adequate language in their governing documents that clearly specifies how long a person can serve as a director of the association. Although the statutes state that such provisions may be found in the association’s “articles or bylaws,” they are most often contained in the bylaws for the association.

The provisions contained in an association’s bylaws concerning the term that directors can serve should take into account uniform terms, staggered terms, and limits on consecutive terms.

• Uniform terms– uniform terms for serving as a director are stated periods that a director serves without any limitations on how many terms he or she can serve. An example of a provision in bylaws allowing for a uniform term is as follows:

Each director, including a director elected to fill a vacancy or elected at a special meeting of Members, shall hold office for a term of one year and until a successor director has been elected and qualified.

• Staggered terms– older bylaws generally contain language that sets the term that a director serves at one year, which necessitates annual elections for the selection of all directors for the next year. It is now common for newer associations, and older ones to amend their bylaws, to provide for two-year staggered terms in order to create continuity on the board of directors. An example of a provision for staggered terms in the bylaws of an association with 5 directors is as follows:

The directors of this Association shall serve for a term of 2 years, with two directors elected in odd-numbered years and three directors elected in even-numbered years.

• Limits on consecutive terms– a term limit is a restriction on the number of consecutive terms that the same person can serve as a director of an association. Bylaws that contain no term limits permit any one person to be re-elected to the board year-after-year until they cease to be qualified to serve, or they die. Bylaws that impose term limits allow the same person to be re-elected for a specific number of terms (generally 2 – 4) and then they are unable to serve for a year, unless there are no other association members who are willing to serve. The following is an example of language in bylaws that have no limitation on the number of terms a director can serve:

There shall be no limitation on the number of consecutive terms to which a director may be reelected.

The following is an example of language in bylaws that impose limits on consecutive terms that a director may serve:

Directors shall serve no more than two consecutive terms, however a director may run again for election after being off the Board for one year or longer. Each director, including a director elected to fill a vacancy or elected at a special meeting of Members, shall hold office for the term for which elected and until a successor has been elected and qualified.

Homeowners Association Elections.