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. The By-Laws text lets Directors be removed by a 2/3 vote of serving Directors, but per the user (October 2026) a later legal review concluded removal requires a homeowner vote, so the Board’s July 2026 removal vote was not binding. 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 215 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 four consecutive times (2022, 2024, 2025, 2026), meaning the same directors elected in 2023 have carried over continuously since that election (the July 2026 Board vote to remove one Director was later found non-binding, so all five 2023 Directors remain seated). 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 — text of §5.11; per the user, a later legal review found the Board cannot remove a Director without a homeowner vote (see History, 2026-10-01)
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
2026-07-16
Annual election not held — no quorum (approximately 15 attendees, including the Board, per user confirmation). Fourth consecutive failed election (2022, 2024, 2025, 2026). Board voted to continue in the same positions. In the following executive session, the Board voted to remove Neel Sharma from the Board (MC motion, MH second) — the first Board-initiated director removal on record, cited for non-participation (absent from most meetings, rarely responsive to board email threads); no vacancy-fill appointment recorded (this removal was later found non-binding — see 2026-10-01). Nomination attendance requirement passed by vote, pending legal confirmation (EB motion, MH second) — candidates must have attended at least 2 board meetings in the 12 months prior to nomination; Marjorie (API) still needs to confirm the change is legally valid, whether it requires an R&R update, and whether homeowner notification is required. Source: minutes-2026-07-16
2026-10-01
Sharma removal found non-binding (per user). A later legal review concluded the Board cannot remove a Director without a homeowner vote, so the July 16 removal vote had no effect and Neel Sharma remains a Director. He attended the October 1 meeting, made the motion to keep the 2027 assessment flat, and voted (3 aye, 1 opposed, 1 abstain). All five Directors present. The legal review itself (date, author, wording) is not in the wiki. Source: minutes-2026-10-01
Open Questions
By-Laws amendment threshold — conflicting legal opinions (legal-correspondence-attendance-removal-2025): Costello (CS&R) states the By-Laws can be amended by a 2/3 Board vote alone, matching the By-Laws’ own Article XII text (see amendment-process). API’s separate counsel states amending the By-Laws to add a good-standing requirement would require a 2/3 vote of the membership. Not reconciled.
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 rule — legal confirmation pending: The rule requiring board candidates to have attended 2 meetings in the 12 months prior to election passed by board vote on July 16, 2026, but Marjorie (API) still needs to confirm it is legally valid, whether it requires an R&R update, and whether homeowner notification is required before it takes effect. Source: minutes-2026-07-16
Election-cycle compliance under CICAA — new, unresolved (illinois-law-compliance-review): The Common Interest Community Association Act (765 ILCS 160/1-25(a)) requires an election at least every 24 months. Prestonfield’s last valid election was July 20, 2023 — over three years ago as of four consecutive quorum failures. Whether the Bylaws’ “Board carries over” fallback remains valid under CICAA is unresolved, and depends on whether CICAA applies to Prestonfield at all (see the $100,000 small-association exemption threshold discussed on that page).
Vacancy-fill mechanism mismatch — new, unresolved (illinois-law-compliance-review): CICAA (765 ILCS 160/1-25(e)) requires a 2/3 vote of remaining board members to fill a vacancy, and limits the appointment to lasting only until the next annual meeting — conflicting with Bylaws §5.11’s majority-vote/full-term-appointment rule. No vacancy currently exists (all five seats are filled), but the mismatch would apply to any future vacancy appointment.
By-Laws §5.11 Board-only removal now inconsistent with the Board’s own legal conclusion: per the user, a later legal review concluded removal requires a homeowner vote, which conflicts with the §5.11 text. Whether the By-Laws will be amended to match, and whether a homeowner vote on removal will ever be pursued, is not recorded.