Filling Board Vacancy - Florida

Started by ZacheryK • 5 replies • 1275 views

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ZacheryK (Florida)
Posts: 34

Posted:

We’ve had a Director resign for personal reasons. The only reference in our governing docs are in the By-Laws which state: “Except as to vacancies provided by removal of directors by members, vacancies in the board of directors occurring between annual meetings of members shall be filled by the remaining directors”.

Some think “……shall be filled by the remaining directors” means that the remaining directors can appoint a new director in accordance with 720.306.(9)(c). Others think “……shall be filled by the remaining directors” means that the remaining directors comprise the Board and can not fill the vacancy with an additional person.

We know this needs to be clarified when we amend our docs but in the meantime are interested in the thoughts of HOA talk members. Thanks in advance…….

Zach

LarryB13 (Arizona)
Posts: 4,099

Posted:

Zach,

This is fairly common wording and I have only seen it interpreted to mean that the board is supposed to appoint someone to fill the vacant position until the next election.

The alternative interpretation you offered is a new one to me. If your bylaws specified that five persons must be on the board and three resigned/died/moved, how would the board function as the two remaining directors do not constitute a quorum?

TimB4 (Tennessee)
Posts: 21,061

Posted:

Zach,

It means that the remaining board members may fill the vacancy by appointment.

This is based on FL 617.0809:

"Except as provided in s. 617.0808(1)(f), [recalls] any vacancy occurring on the board of directors may be filled by the affirmative vote of the majority of the remaining directors . . ."

TimB4 (Tennessee)
Posts: 21,061

Posted:

Quote:

Posted By TimB4 on 04/05/2014 9:03 AM
Zach,

It means that the remaining board members may fill the vacancy by appointment.

This is based on FL 617.0809:

"Except as provided in s. 617.0808(1)(f), [recalls] any vacancy occurring on the board of directors may be filled by the affirmative vote of the majority of the remaining directors . . ."

To clarify, for Zach, it is based on FL corporate statutes.

For others, it would likely be located in your States corporate statutes

CarolR11 (Colorado)
Posts: 2,563

Posted:

I'm with Tim & Larry, Zach. The remaining directors appoint or elect someone to fill the vacancy. As Larry notes, the language is common, is in our bylaws and is derived from CA Corporations Code.

Your Board might put out a notice to invite candidates to serve.

ZacheryK (Florida)
Posts: 34

Posted:

Thanks all for your input!

Zach

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