Article 2, Section 1 of our bylaws states: "The number of directors shall not be less than three (3) and not more than five (5). The first Board elected by the shareholders shall consist of five (5) members."
Section 7 states: " . . . the Board, from time to time, may fix the number of directors of the corporation, provided the number of directors shall not be less than three (3), nor more than seven (7) or such higher number as the shareholders shall have determined pursuant to Article 2, Section 1."
For as long as I have been in the building (since 2002), our board has consisted of four members who live in the building, and a phantom fifth member: the sponsor, who never attends any board meetings and has only attended one shareholders' meeting in the time that I've been here. Several times both when I was on the board and subsequently, action would be proposed and two members would be for it, two against it. Thus deadlocked, no action was taken and a certain inertia seemed to take over. To me it seems most pragmatic to have an odd number of directors and I would like to see an additional person (an actual warm body who would attend meetings and share responsibilities and vote on issues) added to the group. As we are more than 75% owner occupied at this point, must the sponsor even be a board member? The bylaws don't seem to address this.
It seems to me that a board majority could vote to remove the sponsor from the board and, at our next shareholders' meeting, a real flesh-and-blood person could be elected to fill this phantom role and, I hope, make moving forward on issues a little more straighforward.
I hope that I've managed to explain myself here and would appreciate your feedback. Thanks.
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