The Board of Directors consists of 5 Directors by default, each serving 2-year terms. Directors are elected by Voting Members at the annual member meeting. The initial post-Turnover election used a staggered structure (3 two-year + 2 one-year) to prevent full Board turnover in any single year. Directors may be removed by a 2/3 vote of serving Directors. Vacancies are filled by Board appointment, not by owner election.
Board Composition
Rule
Source
Section
Default Board size: 5 Directors
By-Laws 2004
5.01
Board size changeable by 50% of Voting Members
By-Laws 2004
5.01
Board minimum: never fewer than 3 Directors
Declaration 2004 / Articles of Incorporation
Art. 5 / Art. 5
Each Director must be an Owner or Voting Member
By-Laws 2004
5.01
Elections
Rule
Source
Section
Directors elected by Voting Members at annual member meeting
By-Laws 2004
5.04
Initial election: top 3 candidates → 2-year terms; next 2 → 1-year terms
By-Laws 2004
5.04
All subsequent elections: 2-year terms
By-Laws 2004
5.04
Directors may succeed themselves (no term limits)
By-Laws 2004
5.04
Each Lot = votes equal to number of Directors being elected (no cumulative voting)
By-Laws 2004
5.04
Officer Election (After Annual Member Meeting)
Within 10 days of the annual member meeting, the newly constituted Board holds its own organizational meeting and elects officers (President, VP, Secretary, Treasurer) from among the sitting Directors.
Rule
Source
Section
Annual Board meeting held within 10 days of annual member meeting
By-Laws 2004
5.05
Officers elected by and from the Board at that meeting
Member meeting quorum is 20% of Voting Members (~43 of 217 lots). Owners who cannot attend may submit written proxies to the Secretary (valid 11 months) to help reach quorum. If quorum is not reached, no election is held and the existing board carries over for another year with no change in composition.
Rule
Source
Section
Member meeting quorum: 20% of Voting Members
By-Laws 2004
4.02
Proxies: written, revocable, valid 11 months, filed with Secretary
By-Laws 2004
4.01
Pattern at Prestonfield: The annual election has failed to reach quorum three consecutive times (2022, 2024, 2025), meaning the same five directors have carried over continuously since the 2023 election. See History below.
Removal and Vacancies
Rule
Source
Section
Director may be removed (with or without cause) by 2/3 vote of Directors then serving
By-Laws 2004
5.11
Director may resign by written notice to Board
By-Laws 2004
5.11
Director who ceases to be an Owner/Voting Member is automatically deemed resigned
By-Laws 2004
5.11
Vacancy filled by majority vote of remaining Directors; appointee serves balance of term
By-Laws 2004
5.11
Compensation
Rule
Source
Section
Directors receive no compensation
By-Laws 2004
5.10
Compensation permitted only by resolution of 75% of Voting Members
By-Laws 2004
5.10
Reasonable out-of-pocket expenses reimbursed with receipts
By-Laws 2004
5.10
History
Date
Event
2021-07-15
First post-turnover election. Elected: Coker, Hanley, Rajput (2-year); Bryson, Halko (1-year). Ankit Parikh also elected but resigned immediately. Source: minutes-2021-07-15
2022-07-21
Annual election not held — insufficient votes and attendees. All five officers rolled over for another year. Source: minutes-2022-07-21
2023-07-20
Full election held (all 5 seats up). Top 5: Rajput (62), Sharma (57), Bryson (50), Coker (50), Halko (48). Rajput immediately resigned; Mark Hanley (47, not elected) filled vacancy by Board appointment as Secretary. New board: Coker, Bryson, Halko, Hanley, Sharma. Source: minutes-2023-07-20
2024-07-11
Annual election not held — insufficient attendance and proxies. Existing board carries over for one year. All 5 members up for re-election next year. Source: minutes-2024-07-11
2025-04-24
Executive session: Board approved (pending attorney review) requiring board nominees to have attended at least 2 HOA board meetings in the prior year. Source: minutes-2025-04-24
2025-07-17
Annual election not held — no quorum. All five officers carry over. Third consecutive failed election (2022, 2024, 2025). Source: minutes-2025-07-17
Open Questions
The 2023 election assigned top 3 finishers 2-year terms and next 2 finishers 1-year terms — re-applying the initial staggered structure. The By-Laws specify 2-year terms for all elections after the initial one (§5.04). Whether this informal re-stagger is valid under the By-Laws has not been addressed.
Shailesh Rajput resigned a 2-year seat; Mark Hanley’s vacancy appointment term is listed as 1-year in the minutes. A vacancy appointee should serve the remainder of the prior director’s term — this may be a minutes error or a Board discretionary decision.
Nomination attendance requirement — status unconfirmed: At the April 2025 board meeting, the Board approved a new requirement that nominees must have attended at least 2 HOA board meetings in the prior year, subject to attorney (CS&R) review before formal adoption. No subsequent ingested meeting minutes confirm whether CS&R approved, rejected, or modified this requirement. The July 2025 annual meeting failed due to quorum, so the rule was not tested. Status remains unresolved. Source: minutes-2025-04-24