No Board Directors

Nicholas,

I would expect that the procedure to serve on your board is similar to other Associations, Submit your name to the Board for the next election and/or appointment to an empty seat. Elections are determined by the membership and appointments are decided by the remaining board members.

Based on your posting of a minimum of three board members, even if all seats were full, the number needed to reach a quorum and conduct business would be two. Just as if the third individual never showed to the meetings, business could be conducted and decisions made. Therefore, I don't believe that their would be any issues with the decisions made by the board. However, I am not an attorney and as to the legality of the issue, you would need to consult with a local attorney who has access to all of your governing documents.

The remaining board members can not force people to serve, they can only ask. If no one is willing to step forward and serve, the remaining board members are stuck with asking the individual on the street corner if they would serve or to carry on as best they can. If no one wants to serve, I see that the following options are available:

1) Turn everything over to the MC - not a smart idea in my opinion

2) Solicit other nearby associations to merge with and have them run it.

3) Petition the Court to be placed in receivership - stupid idea in my opinion as the membership loses all control until it leaves receivership

4) Determine if the Association can be abolished - typically not possible if it's a condo

5) Ignore the problem and pay the consequences later (consequences like tax penalties, decline in common area upkeep, lack of enforcement, perhaps lower property values, harder to sell-as nobody wants to buy into an association with known problems, etc.)

6) Explain these options with the pros and cons of each and bring it to the membership explaining that if no-one steps forward to volunteer then they will probably end up paying higher then necessary assessments to implement any of those options (you will be surprised how people volunteer when it affects their own pocketbook or wallet).

7) Amend the governing documents to pay board members and then higher professionals (of course this will also cost a whole lot more in annual assessments as you will need to pay salaries, benefits, ss taxes, etc. of the employees who sit on the board).

As you can see, membership apathy can become harmful to the membership if it gets to the point that nobody wants to volunteer to serve.

Tim

If the docs state minimum three and you only have two...and the two will not appoint another director. there 3 more residents willing to be on the board,but the to directors will not appoint any of them.

Hi Nicholas:

They are potentially a legal board. What does your HOA documents state with regards to filling vacant positions. For example in the Condo state statutes the issue is they utilize the word “may” which is in essence if you want. If documents or statutes state “shall” then it would be must or in essence absolute:

The board of directors may fill vacancies in its membership for the unexpired portion of any term.

If the homeowners are greatly concerned about wanting three on the board, then a suggestion would be to have a large number of homeowners address at the next meeting. If the two members left still refuse to appoint a third member, then let them know the homeowners can exercise their rights and start the process to remove and replace ALL board members. Could be interesting to see which choice they make

Tim,

Initially there were three officers and two directors. The 3 officers resigned and the exiting president appointed the two directors to be in charge.
The now two are not following the CC&R's etc etc.

Thanks,
Nicholas

Nicholas,

Officers and Directors are two different things. Directors are elected to sit on the Board and as a Director, each have one vote and make the decisions on how to run the Association. Officers are typically appointed to their position by the Board and perform the day to day tasks of running the Association.

Normally, Officer positions are filled with Directors but do not have to be. Some Associations require that the Officers are elected by the membership vs. appointed. You will need to check your Governing documents to see how it works within your Association.

With the expectation that the Officers were also Directors, it appears that your Association actually had a five person board and three of them had personality conflicts with the other two so resigned. I will admit that this is not a good sign. However, without knowing the reasons behind the resignations, it's impossible to say if this was better or worse for the Association.

Tim