Board positions

Started by MikeJ8 • 9 replies • 1648 views

💬 Join us to post & get advice from 50,000 HOA & Condo leaders.

⚡ Takes 30 seconds

Already a member? Log in

MikeJ8 (Illinois)
Posts: 45

Posted:

Our HOA has been sliding towards disfunction under a new president. Our declarations state there must be a 5 member board and the rest of the board will not entertain appointing a homeowner. Are we required to appoint? Is this legal? How would one concerned board menber force the issue?

MikeJ8 (Illinois)
Posts: 45

Posted:

We only have 4 board members now, no other volunteers.

TimB4 (Tennessee)
Posts: 21,062

Posted:

Mike,

The word "may" and the word "shall" have very different meanings. If your documents say that the board "shall" do something, then they are required to do it. If the documents say that the board "may" do something, then it's their option.

What do your documents say about vacancies on the Board?
Do they say that the board "may" or "shall" fill vacancies?

Do your Documents say that the board shall consist of 5 members or may consist of 5 members?
My documents say our Board shall be a minimum of three and a maximum of 5. This is why I am asking the question.

MikeJ8 (Illinois)
Posts: 45

Posted:

Ahhh... Thank you. Our documents state "The Association shall have a board of not less than five directors".

TimB4 (Tennessee)
Posts: 21,062

Posted:

And what does it say about vacancies?

TimB4 (Tennessee)
Posts: 21,062

Posted:

Mike,

I am going on the expectation that your Association is incorporated as a non-profit (most are) within the State of IL. Expecting this to be the case,
your Association will be complying with the IL General Not For Profit Corporation Act .

Per 805 ILCS 105/108.15 your board may still conduct business providing a quorum is reached at each board meeting. A Quorum is to be a majority of the directors then in office. Therefore, if you only have 4 directors, 3 would constitute a quorum.

Per 805 ILCS 105/108.30 defers to the Association governing documents about the filling of vacancies. If your documents are silent, IL law uses the word "may" be filled by the Board.

I suspect that your Association also uses the word "may". Therefore, if no-one wants to volunteer from the membership, the Board may leave the seat vacant or may fill the seat with someone from outside the membership (unless your documents prohibit such appointments by having qualification requirements for directors).

Hope this helps,

Tim

FredB4 (Ohio)
Posts: 375

Posted:

Our bylaws require that the board meet and appoint a new member within two weeks.

MikeJ8 (Illinois)
Posts: 45

Posted:

It does not state anything about vacancies.

MikeJ8 (Illinois)
Posts: 45

Posted:

Tim,

Yes, we are incorp as a non profit. This did help & I had no idea we could appoint from outside the membership. Great info!

Thank You

TimB4 (Tennessee)
Posts: 21,062

Posted:

Quote:

Posted By MikeJ8 on 10/24/2011 7:23 PM

I had no idea we could appoint from outside the membership.

As I said, verify this with your own governing documents.

Now, finding someone from outside the community willing to do the job for free is a whole different issue.

🎯 You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

✓ Ask follow-up questions
✓ Share your experience
✓ Get expert advice
✓ Access 350,000 discussions

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in here