Unable to fill board vacancy

Started by DeborahF • 2 replies • 1668 views

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DeborahF (New York)
Posts: 4

Posted:

This is a NY HOA. Our by laws requires 5 board members. The by laws do not address what to do when we have no one to fill a vacancy. The term has expired for one board member who does not want to run again. We can not find anyone is our community to run for the board. Since our by laws do not address what to do when we do not have anyone who is willing to run for the board to fill the vacancy, can we continue on as a 4 member board? or can the board request the board member whose term is expiring to stay on the board? What should we do. I don't know the rules for the St of NY I looked at the condominium act of NY but found nothing. We are a corporation. Thank you for helping us out.

TimB4 (Tennessee)
Posts: 21,062

Posted:

Deborah,

I understand that you are in a condominium complex and serve on the Board.
I understand that you are also incorporated.
I understand that you have a Directors term expiring and no-one willing to run.
I understand that if nobody steps forward for the election, you will have a 5 seat board with 4 seats filled and a vacancy.

The options, as I see it are:

1) As long as you have a quorum, you can still do business, so just run with four Directors

2) You may ask the individual to stay on (technically, they are supposed to unless they resign. See: NY Not-for-Profit Corporation Law specifically § 703 (c) which states [emphasis added]:

(c) Each director shall hold office until the expiration of the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified.

3) Appoint someone to fill the vacancy

DeborahF (New York)
Posts: 4

Posted:

Thank you for your response. This helps.

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