What to do if there is no Board?

Expecting that you are incorporated, corporate laws will apply.

Per the WASHINGTON NONPROFIT CORPORATION ACT, specifically RCW 24.03.100, despite your term ending, you will remain a Director until someone is elected, appointed or you resign.

If there are no candidates and all but one resigns, that single individual may appoint whom they choose that meet any qualification requirements outlined in your governing documents (if any) to serve on the Board.

If there are no candidates and everyone truly wants to resign, prior to resigning you would petition the courts to appoint a receiver. Having never done that process, I can't comment on the specifics other than to suggest that the Board should contact their attorney for assistance.

NOTE: Receivers answer to the courts not the membership. The membership will pay the salary and expenses of the Receiver. Therefore, you should expect assessments to drastically increase.

As I understand it, the Receivers job would be to manage the Association until a Board can be elected from within the membership. This would include, with the courts permission, to increase assessments to properly fund Reserves, levy special assessments if needed to address maintenance issues, etc.

As many have said, it's a last resort effort.

I have gone through the issue of no volunteers willing to run. What I discovered was once the issue was fully explained to the members and that the cost would come from their wallets, volunteers finally stepped up. You may want to do the same. It is amazing how many volunteers will step forward once you explain the costs for not stepping forward will be coming from their wallet.

I've attached an article I ran in our newsletter at the time. Perhaps it will be helpful.

Also, here is a link to the thread I started at the time about the issue, Subject: Seeking advice on how to handle this issue. Perhaps you can find something in that thread that may help.

Tim

That may be sufficient to motivate a few members to step up and serve on the board.

You may have to use a personal letter plus an article in your newsletter to tell people what's at stake - your attorney may be able to give you some cost estimates so you can show them in dollars and cents what they'd have to pay. You might also add that property values could take a hit - would you buy into a homeowner association community where you pay through the nose for a receiver and he/she doesn't have to listen to a thing homeowners say???

We were down to three members three years ago when I wrote an article in our newsletter warning people of this very real possibility and we did get some members from it. Part of what did the trick is that we told homeowners if we didn't have any volunteers by our annual meeting, the remaining board would pursue receivership. You may have to throw that in as well, but make sure you're willing and able to follow through (threats are one thing, but they're meaningless if you aren't willing to back them up)

On a related note, whenever I hear people talk about term limits for HOA board members,this is my primary objection to them. I understand not wanting the same people to monopolize the board for YEARS on end, but if you impose them and no one's willing to replace the board members when the time comes, you're stuck. Sure, you can ask or try to require the person to stay on, but if he or she is unwilling or unable, you can't make them (these are SUPPOSED to be volunteer positions after all!)

Gnome

I agree with the inform/scare your fellow homeowners with a letter outlining what would happen if no BOD as in receivership.

I like the suggestion of the association lawyer outlining the costs of such versus you doing so alone will add credulence.

I would think it would wake some up and encourage them to get involved.

So let them all resign and take over the HOA. You'd have one year to reign it all in.

What if? You have a management company and a BOD but you have no one who wants to remain on the Board? Would you expect the management company to run things? Would this be legal? Would receivership be an option, if you have a management company and no board?

Looks like we are not going to have anyone volunteering to fill the vacancies. Which means we are going to have 2 Board members and if I go, only 1.

Legally we require at least 3 Board members per Washington Non Profit Corp Act.

If this goes it receivership, will a court allow the management company to be the receiver? Or will it have to be a third party like a trustee?

I suppose that's possible, but I would think it would be a third party trustee because he or she would basically function as a one-person board, who would continue to give direction to the property manager.

It's a shame things have gotten to this point - I've read about the problems your community has had and it's incredible that it seems they will simply sit there and allow the community to go into receivership. Either they're stupid as sheep or really do not understand what's at stake.

If you write the newsletter/personal letter I suggested earlier, feel free to use the strongest language possible (without the $5 adjectives, as I call them!) A swift kick in the nether regions appears to be the only way these folks will wake up. But if they don't, it's their own damn fault and I hope you tell them that as well.