Filling Board Vacancy

Betty,

I noticed that you asked what should a board do vs. what must a board do.

Davis-Stirling.com is a great resources for members of CA Associations to see what must be done.

If the individual withdrew their nomination and never accepted the position, then the individual was simply never elected (regardless of how many votes they received). However, if the individual did not withdraw, accepted the position and at the Board meeting submitted a resignation, their vacancy would be filled by approval of a majority of the remaining directors on the board.

Technically, when the Board appoints an individual to fill a vacancy, the Board would be free to appoint anyone that meets the qualifications to serve. Common sense would say to offer the position to an individual who had already indicated a desire to serve and, in the case of your scenario, the individual who had the next highest number of votes. However, Boards are not required to use common sense.

Betty

You mention, right after. In California, it is required to publicize to the members, within 15 days, the results of the elections. A director, once elected is seated immediately, thus if they resign after the ballots were counted, then the proper procedure would be for the Board to declare a vacancy and follow the procedures set forth in the Bylaws, as they would take priority.Generally, Bylaws are written that the remaining director appoint. How they do that is generally up to their discretion.

We never have enough people volunteer to fill our board yet always meet the minimum requirements easily. I'd wait until the next election if you have enough board members. I don't like special appointments because people could rush to a meeting and demand to be appointed to fill the historically empty seats in order to influence a particular decision on a policy and then either resign or no-show, creating quorum problems. That may not be the most open door to serving but I've thought about vacancies.