Could you do this in your State?

We have no competition for our 5 Board positions. In fact, recruiting new members is nearly impossible.

At one point, Board members could be nominated from the floor at Annual Meetings. It was a two edged sword. Sometimes we got fresh blood and sometimes we got people who thought they were doing everyone else a favor by just showing up. Our bylaws were subsequently changed to disallow nominations from the floor.

Our current Board has developed what I think may be an unusual practice - If any Board members are thinking about resigning, we ask them to not run out their term (2 years, staggered). Instead, we ask them to step down mid-term. That way we can recruit someone to sit on the Board in an interim capacity. No announcements are made.

We invite potential candidates to sit in on the Board's working sessions (PA is not an open meeting State). If the interpersonal fit is good, we offer the Board position. The resigning Board member then steps down and the selected candidate takes his/her place. The process of finding and installing an interim replacement usually takes about 9 months.

The interim candidate goes on the ballot for the next election, and since there is no competition, gets elected automatically.

I realize that open meeting states and closed meeting states operate differently, and I don't really want to focus on that distinction. I am interested in your perspectives on our system of intentional replacements without election. Could you do it in your State?

The formal resignation does not occur until after the interim candidate is vetted. Until that time, the Board member who intends to resign retains his/her seat and continues to vote. So there is no resignation to announce.

But Tim, the way NP does it prevents any pesky descenters on the Board. Talk about the ultimate old guard. Could this possibly be what NinaP1 was talking about in her thread: Board directors have big egos - http://www.hoatalk.com/Forum/tabid/55/forumid/1/postid/182016/view/topic/Default.aspx

I don't think our state law addresses this issue directly, but I don't like your approach. Homeowners have a right to know who's resigned so they can volunteer for the position - you'll find out soon enough if they're any good and they will find out sitting on the board isn't nearly as easy as it looks. Likewise, Board members have a right to resign at any time if they feel they can no longer devote the time required

This happened to us last spring - we had a homeowner several thought might make a good board member and she joined during our annual meeting in February. I think she joined mostly out of curiosity and because I and our former president both stepped down in January (I'd announced my departure 6 months earlier, but he had to resign due to health reasons). Unfortunately, no one really talked to her about what being a board member really entailed because the rest were eager to stick a body in one of the spots. Naturally, she quit after two meetings because things didn't happen as fast as she thought they should. Then again, this was a woman who'd lived in the community 30 years and her first time attending a meeting was last October {and she left after the resident forum!}

Ideally, board members announce their resignations at least 30 days in advance and help recruit their replacement, but that rarely happens, as you know (I tried, as did one of our former presidents, who has since passed away). In your case, why not ask the departing board members to consider serving until their term's up? You can announce their departure, saying if someone is interested to volunteer for the position, that person can serve as a sort of mentor until then (if the volunteer catches on quickly, the board member may be able to leave sooner).

It may be because we have open meetings, but I don't see anything wrong with nominating people from the floor. When the meeting's announced, why not tell people that if they're interested in serving to come to the meeting prepared to tell a little about themselves and why they'd like to serve. Those in attendance could ask questions or the current board members can do it and then people can vote. If you're replacing the board members mid-term, you should be doing some sort of mini-interview anyway, in addition to letting them sit in on some of the working sessions.

By the way, letting potential member sit in on working sessions is a good idea, but aren't you a little concerned about letting potential candidates sitting in on sessions where you're discussing sensitive issues - what if they misunderstand what's going on and then run around the neighborhood spreading misinformation?

Perhaps what you need to do is run articles in your newsletter about why it's so important for people to volunteer and bring it up again at your annual meetings (the current board won't serve forever and new people are needed to bring in new ideas and energy). You can also warn the community of what could happen if no one steps up to serve (receivership, no say in how the community is run and quadrupled assessments to pay for the receiver and the other costs of running the association and funding reserves).

This doesn't guarantee people will show up, of course, but board members themselves should be on the lookout for potential members and perhaps talk to them about serving. Be realistic about the work that's required so people don't go in eyes wide shut.

Given the owner apathy that is apparently present in her association, the procedure NpS describes sounds reasonable to me. Above all else is the fact that the appointed member has to stand for election, where the members can unseat him.

Yes, it allows the old guard to perpetuate itself but whose fault is that? Those who do not like this process do not seem to be standing in line to put their own names on the ballot.

Condo law in our jurisdiction does not prohibit stripping the general owners (by by-law) of the right to nominate from the floor.

But it flat-out illegalizes any notice of Owners Meeting that fails to cite nominees who have declared intention to be candidate no later than 4 days prior to the date of Notice issuance. This gives meaningful opportunity to evaluate candidacies. (Estoppel-like) status certificates here are legislated into compulsory disclosure of Board composition, so if applied here merely 'prospective owners' would have a legal right to what is not bothered announced to current owners of record in the above.

There is no HOA-specific law parallel to Florida's Chapter 720, and proposed NFP not for profit corporations legislation is apparently parked with Arizona boot wheel locks in the Twilight Zone. Whether or not something electoral passes the smell test, loss of Board quorum is worse short term news.

NP,

As Roger pointed out, the process you outlined creates (or can create) the perception of collusion.

What you are doing should be able to be done for the normal elections without the asking of resignations to allow for mid-term appointments. Is it legal, well, not being an attorney I can't say for sure. However, I couldn't find anything in VA statutes that would prevent it from happening. Personally, I see it as unethical.

I know that you don't agree with me on that. Therefore, we will simply have to agree to disagree.

IMO, most HOA leaders must recruit new directors one-on-one for annual meeting elections. Similarly, directors and perhaps others approach individuals to fill pending board vacancies. In our HOA, as in many I'm sure, we put up notices that call for candidates both for annual elections and for resignations sudden or pending.

I assume most HOAs have trouble recruiting candidates. I know we do; we've only had three contested elections since 2006. The same directors are reelected every two years mainly due to lack of candidates.

But I still think your board should try every seductive method of recruitment you can think of every time someone is going to resign. For the Board to select a "suitable" candidate behind closed doors by having the person visit your closed meetings feels improper to me.

Now that would be illegal in CA and perhaps in other open-meeting states where there must be four-day notice of board meeting agenda items that include the selection of a new director.

Can you not vigorously call for candidates and have those who are interested sit with you at a special open meeting?? Or does PA law force you to hold only 3 open meetings a year? In such a case, you could adjourn to executive session for any such matters the board needs to discuss.

Nuts & bolts Q: Many bylaws state that the director who's filling a vacancy serve until the resignee's term ends. That could potentially be almost two years from the time a new director is appointed. I assume your bylaws state that the new director serves only until the next election as ours do?

In your approach, the Board could easily ask someone who will not seek reelection to "resign' a month or two before the annual election, your board can appoint a likeminded person to fill that vacancy. Seems underhanded to me. The latter would have a better shot at being elected than someone else who might emerge as a candidate.

All in all though, I believe your method may in the short and long run hinder the highest quality homeowners from serving due to an unusual kind of exclusion. Your HOA may be the loser and that's what you serve. You main goal, in other words, should not be a cozy, chummy board.

I don't believe your board's choice is unethical, but it doesn't fit with my idea of integrity (which may be off base).

I was just elected to our board a couple of days ago.

Our governing documents provide for a "nominating committee" to nominate individuals for election, and also provide for nominations from the floor at the annual meeting. Nothing is specified in the documents as to how the "nominating committee" determines who should be a candidate for election - but in the instant case I believe that the committee was comprised solely of board members and that they just nominated themselves as the ballot passed around at the annual meeting just had the names of the incumbents on it. Obviously even though it is allowed, a nominating committee comprised of incumbents who wish to remain in office has no incentive to include anyone else.

To my mind, the more democratic way to fill positions on the board would be to include a solicitation to all eligible association members when the letter announcing the annual meeting goes out and the current terms are up. The solicitation should give anyone who wishes to serve the opportunity to announce their candidacy and those candidates should be presented in a subsequent mail out and also at the annual meeting. I really don't like the current method that serves to allow an incumbent to be solely listed on the ballot.

What happened during this election cycle was that a few months prior to the annual meeting, one of the board members had resigned. Our docs require that someone be appointed to fill the vacancy, but that was not done (the docs use the word "shall" appoint). When we got the notice for the annual meeting it included a ballot which said that one of the reasons for the meeting was to elect 2 directors. I pointed out that our governing docs require 3 directors.

At the meeting, only one director went even though the 2 remaining were running for reelection. Nominations were made from the floor and myself and another individual were elected to the positions along with the current president who had showed up. The director who was out of town was not reelected. We are a community of about 230 households and only about 30 folks showed up. I know its a hard pull, but I really am going to try and persuade more community members to participate.

Why not just send out a letter to all in the community asking if anyone wishes to run for the position?

Both of you, Nigel & Sheila make some really important points. But I think you should paste them onto a new topic. Call it something like: How Do You attract Candidates to Serve on the Board?