The second item of business for the Special Meeting of October 13, 2016 is a vote to approve or disapprove a proposed amendment to the Declaration offered by Keith Bradburd to impose term limits on the offices of president and vice president and requires a vote by the membership on the president and vice president selected by the Board.  The Board unanimously recommends against the proposed amendment as proffered.  The Board’s reasons for opposing the amendment and Mr. Bradburd’s reasons offered in support of the amendment are set forth below.

We note that this Amendment to the Declaration requires the approval of 90% of the members of the Association.  Hence an abstention is the equivalent of a “no” vote.

The Proposed Amendment

The proposed amendment offered by Mr. Bradburd reads as follows: 

“Election of Officers

The President and Vice-President shall serve a two-year, non-renewable term. The Vice- President shall succeed to the office of President in July. The Secretary and Treasurer may serve consecutive appointments upon approval of the Executive Board.

The President and Vice-President selected by the Executive Board will be voted upon by the membership. The Officers and the At Large Members will be voted by the membership.”

How Amendment Differs From Current Fox Fields Practice

Current Practice

The Restrictive Covenant for Fox Fields (“Declaration”) provides that the Board of Directors “shall conduct of the business of the Association.” The directors are elected by a majority of the lot owners in Fox Fields.  The Declaration originally provided for three directors, each to be elected for a three year term on a staggered basis, so that one director would be elected annually.  In the early 1980’s, the Board was expanded to include six members, and two directors are now elected annually.  There are no term limits.  The members are free to re-elect directors.[1] 

The By Laws provide that the President and Vice President are to be elected for one year terms by the Board.  There are no term limits.   The Board is free to reappoint officers. 

In, providing for the election of the directors by the members and the officers by the Board, the Declaration and By Laws are consistent with the Pennsylvania Uniform Planned Communities Act (“UPCA”).  Further, the UPCA does not impose term limits on either directors or officers. 

Change from Current Practice

The Amendment would change current practice is several ways: (1) there would be at least two elections annually instead of the current one election – as now, the membership would elect two directors each year, and after the new Board selected a president and vice president, the members would vote on their selections in an up or down vote;  (2) the president and vice president would serve two year terms, and the vice president would automatically become president after two years; (3) it appears the power of the Board to remove or replace officers on 2/3 vote during a term might no longer exist; and (4) because of the one-term limit, the Board would no longer have the power to re-elect an officer even if it believed that to be in the best interests of the Association. 

Basis for the Board’s Opposition to the Proposed Amendment

A majority of the Board opposes the Amendment for the following reasons: 

(1)   Imposition of term limits is anti-democratic – if the Board is satisfied with the performance of the president or vice-president and perceives the membership to be satisfied, it should be free to elect the officer. 

(2)   Imposition term limits may deprive the association of the benefit of persons willing and capable to serve.  Being president or vice president of this association is not a ceremonial position, rather it is a working position.  It involves preparing and collecting invoices for dues, the sometimes unpleasant task of following up with members who are late in payment of dues or members who are violating rules of the association relating to signage or use of the open space, etc.  It also involves the need to respond on short notice to complaints regarding fallen trees, damage to property and the like.  We keep our dues low by not employing a management company.  Our officers do the job of management and the Board should be free to re-elect officers who are willing and who are doing a good job.  Ultimately, imposing term limits may result in an absence of persons capable, willing and eligible to serve. 

(3)   If the membership is dissatisfied with the performance of the Board and the officers, it has remedies.  Each year two director seats come up for election and new directors may be elected by a majority of the members.  Moreover, any director may be removed by a two-thirds vote of the members. 

(4)   Having to hold two or more elections every year would increase the costs of the Association and administrative burden of the Board and the membership.[2] 

(5)   To the extent that the proponent of the amendment suggests that term limits are necessary to bring new perspectives to the Board, we suggest that the best way to accomplish this is not to proceed in a negative way, i.e., by prohibiting members from re-electing existing board members, but by members exercising their right to run for election and allowing the members to vote on who they wish to serve as directors. 

Proponent’s Arguments in Favor of Amendment

Mr.  Bradburd has offered the following grounds in support of the proposed amendment: 

When you always have the same people or a particular person on the board, there can be the impression that things are being run for the benefit of one person or a small group of people as opposed to the good of all. By having, encouraging, or requiring board turnover, you might have more openness and more people involved in the association’s governance.”

If you get someone who’s sitting on the board in one office, say as president, for 14 years. That sort of defeats the purpose of having a democratically elected board.

But newcomers also can serve their associations well. They may bring fresh energy and expertise to a board that has functioned in much the same fashion for decades.

There is the power of incumbency. Someone gets in and starts doing things perhaps to his own benefit. There is no evil motive necessarily, but human nature is to try to get the advantage if you can. Term limits can limit opportunities for that kind of behavior.”

Term limits might be attractive to owners who are willing to serve but don’t want to feel stuck with the job term after term.

Certain board members serve forever because the election provisions in HOAs are so vague that board members willing to stay on forever can create an election environment that makes it impossible for volunteers to get elected, allowing the sitting board members to stay on the board “forever.”

When you always have the same people or a particular person on the board, there can be the impression that things are being run for the benefit of one person or a small group of people as opposed to the good of all. By having, encouraging, or requiring board turnover, you might have more openness and more people involved in the association’s governance.”

1. Batteries Must Be Recharged

Being an active and committed board member to any organization requires hard work! In between regularly scheduled board meetings, board members should be doing the following:

Serving on or leading vital committee work

Reviewing upcoming meeting materials

Volunteering the actual mission work

After one or two terms of doing this, fatigue can and will set in or worse yet apathy. Automatically providing for an ending time frame allows the effort to stay focused during the term(s) of service then insures there is time away to recharge the batteries. It also insures an outside perspective is gained prior to possibly returning to board service later.

2.  New Members Bring Additional Talents and Perspectives

Although this reason seems way too obvious to mention, it  must be, because of the importance. Each new board member brings a clean perspective of what the rest of the world thinks about your Board and it’s mission.

Such new members are like running your own Gallup Poll. They must be listened to, especially during the recruiting and orientation process since they might be “tainted” by the old guard at the very first meeting.

Remember it can be a bit intimidating to offer up any bold new perspectives during the first few full meetings!

Also, keep in mind to embrace and then utilize these new talents and perspectives. They are only fresh for so long…

3. It Allows Removal of Bad Board Members

I saved this reason until near the end because of the possible negative connotation. Anyone of us who has been part of more than one board knows it is more or less inevitable a few less than adequate board members will emerge.

How do we define less than adequate board members? Here are a few:

Their meeting attendance is poor

They are not active with any board related committees

They are not good ambassadors in any manner

They do not donate at the proper level

They are disruptive in meetings

Think how nice it is that the term limits easily remove such members and allows everyone to move on with new and hopefully quite different board members.

4. Term Limits Allow Younger Members to Your Board

The concept of reaching out and embracing future generations is often mentioned but seldom put into practice.

What better bridge to those future generations is there than having 1-2 board member positions reserved, as well as numerous committee slots for members below the age of forty? Just think how valuable such individuals will be if the roll off the board at age 35 then come back ten or even twenty years later. You could have an avid ambassador for five or six decades!

In addition, term limits provide a painless way for people who aren’t doing a good job to retire gracefully and automatically.

Term limits help with recruitment. Serving as a board chair requires an intensive commitment of time and energy. Prospective chairs are more likely to agree to serve if they know the office has an expiration date.

Term limits force organizations to develop new leaders. Boards that know they’ll need a new chair every few years are more likely to recruit new members with an eye toward future leadership roles. And board candidates who want to build their own leadership skills will be more likely to say yes if they know there are opportunities to lead.

Term limits lead to healthier boards. Admittedly, this is a catch-all intended to cover three or four other good arguments—because five is a nice round number. Board chair term limits reduce the likelihood that a few individuals will dominate board discussions and decisions. They provide periodic injections of new energy and ideas. And they help prevent board-chair burnout.

Additionally, There are many pros and cons for both sides; however, there are more advantages to term limits in the vast majority of cases.

For example, an organization with term limits may be better able to attract active and involved members of the community who are not able to make a long term commitment to the organization. Term limits allow busy executives and community leaders to serve the organization and bring fresh new ideas that they may not otherwise have been able to share had they been required to make a longer term commitment.

In addition, BoardSource’s Nonprofit Governance Index 2007 reveals that board with term limits are rated by chief executives as more effective that those without term limits. This could be due to the fact that there is no perpetual concentration of power within a small group; the group dynamic is constantly changing and new people and ideas are constantly being introduced which prevents stagnation resulting from a lack of board turnover. Also, recruiting new members may become easier with a board that is fresh and new. New members will feel less threatened by the long-standing members who may be less open to new people and ideas. Moreover, it will be easier to remove passive, ineffective or troublesome board members and replace them with active and motivated new members. Finally, term limits allow for an enlargement of the circle of followers; old directors will be replaced by new ones, but will be able to stay active in the organization which creates a balance of continuity and turnover.

And lastly, term limits provide a structure to get rid of nonperforming board members when courage is lacking.

They offer an infusion of “fresh blood.”

They enable a graceful exit for members who would like to leave.

They can strengthen recruitment as potential new members or officers know they aren’t committing to  a life sentence.

They create a sense of urgency in the nominating committee which might otherwise drag its feet on recruiting new members.

They enable ongoing reconfiguration of the ideal board composition, including opportunities to increase the diversity of board perspectives.

They grow the base of board alumni and groom a growing field of organizational advocates.

It’s easier to enter as a new member when you aren’t the only one.

They light a fire under existing members to complete what they’d like to accomplish during the length of their service.

A hiatus before bringing back a beloved and missed member re-invigorates their next term of service.