HOA Board of Director Term

Our bylaws have a very standard statement in the Terms of Office section. Section 7.3 (b) reads: "Each Director shall be elected for a term of two (2) years, except that at the election of Directors at the first meeting of Members, three (3) of the directors shall be elected to serve terms of one (1) year each and three (3) of the Directors shall be elected to serve terms of two (2) years each. Thereafter, at each annual meeting of the Members there shall be three Directors elected who shall serve for terms of two (2) years each. Directors may serve successive terms. Each Director shall hold office throughout the elected term and until a successor is elected and qualified."

My question is regarding how to interpret the phrase .. "Each Director shall hold office throughout the elected term and until a successor is elected and qualified." We have one Director who was elected to a two year term Oct. 2008 and was not on the Oct. 2010 ballot for re-election. Is he a director still because no successor has been identified, elected and qualified?

We need your opinion on this within the next 36 hrs if at all possible to help determine next steps to take in our board meeting on 10/16/10. Thank you in advance for your assistance.

Regards,

Theresa (Teri) J. Hecht

Theresa,

Are you saying there was no one on the ballot for 2010? If so, then the board can appoint a member to fill the position of this person's expired term if that is allowed in your bylaws, or this person shall serve until someone is elected. It's not uncommon for this to be the rule in many states, however you cannot force someone to remain on the board after their term has expired. If this person does not want to remain or perhaps is not able to remain on the board then the BOD needs to either ask for nominations and hold an election or appoint someone to fill the position,.

Jeff,

You never had a quorum for your annual meeting? What is your requirement for the meeting? My HOA only requires 10%, in person or by proxy, for a quorum at the annual meeting.

Tim