There are three members serving on the WEHOA Board of Directors. Homeowners have requested that more members be added to the Board in twos, as described in the WEHOA By-Laws. Two homeowners attempted to run for the Board in 2015 and one homeowner attempted in 2016, but since the current Board refuses to allow any more than three, and since they hold all the Proxy votes, no one else is able to get on the Board.
“The number of directors shall be three… of the first three directors, one shall hold office until the next annual meeting, and two shall hold office until the second annual meeting…Any increase in the number of directors shall be in units of two and their initial terms shall be one for one year and the other for two years, with the determination by lot.”
WEHOA attorney Angela Ward maintains that since the By-Laws use the word “shall” the number of directors cann0t be changed without legally changing the By-Laws with a long process of approval from of the membership and present directors.
However, a quick Internet search of the legal meaning of “shall” states:
Nearly every jurisdiction has held that the word "shall" is confusing because it can also mean, "may, will or must." Legal reference books like the Federal Rules of Civil Procedure no longer use the word "shall." Even the Supreme Court ruled that when the word "shall" appears in statutes, it means, "may." Sep 5, 2013
Simple math should tell you that any collection of 5, 7 or 9 has a sub-collection of 3. “Shall be three” does not mean, “must only be three.” No one is suggesting that we would have less than three Board members. We want more!
To increase the number of directors should require only a simple majority vote (see Roberts Rules.)
Final Note: The Board stated (see p. 3 of 2016 Spring Newsletter) they would consider putting out a vote to members to change the By-Laws if a member submitted a proposal in writing. (They did not offer to write it themselves.) But in this case there is NO need to change By-Law Five (b), since it already offers the opportunity to increase the number of Board members.