When appointed board members outnumber elected

Does anyone know if the Arizona HOA statutes address the situation where 3 members of a 5-member board have resigned and replacements have been appointed. Two board seats come up for a vote at the next annual meeting, but those are the two who were elected. There will still be a majority of appointed members. I'm trying to find out if the board is required to hold an election to replace at least one of the appointed members.

Check your State Laws and Governing Documents ... Generally the appointed members will serve the remaining term of the prior members until your next Membership Meeting. At that time your Membership will elect new BOD members. If you do not like the BOD appointed members then here is your chance to replace them with others who are willing to serve. You need to be sure to have appropriate votes and those willing to step up to the plate to serve.

Thanks, George, that is exactly right. The replacement board member is appointed to serve out the term of the person he/she replaced.

In this situation, 2 board members resigned and one was recalled, so there are now 3 board members who were appointed by each other and the remaining 2.

According to ARS, if the majority of the board is recalled, an election must be held. I've been reading the ARS Ch 9, looking for something that talks about having an election when 3/5 board members have been appointed but not all of them recalled. (There is nothing on the subject in our By -Laws or CC&Rs).

So, if anyone has experience with that situation, I'd sure be interested in hearing about it.

Essentially you are stuck with what you have until the next Annual Election OR you choose to call for a Special Election. Personally ... I would address at my next HOA Annual Election and have individuals willing to step forward to take on the positions and have solicited votes and proxies to make it happen.

Yep, the post count for NinaC1 is at zero.
This is typically an indication that an individual resigned from this forum.

This quote is as is written in our Bylaws. "Generally the appointed members will serve the remaining term of the prior members until your next Membership Meeting." Nina, if this procedure is not in your existing Bylaws, my advice is to try to amend them and get this adopted.

Unusually amending Bylaws only requires a 2/3rd vote at a membership meeting that has a quorum, so amending Bylaws is usually much easier than amending Covenants.

Our Bylaws are being reviewed and rewritten right now so I was curious about Nina's quandary.

The "new" rewrite of our Bylaws states that the Board appointed director shall serve the remainder of the term (PERIOD). Which I am opposed to.

For example, we (our Board) just had to appoint a new director due to a resignation, and this appointed director will step down at our next annual meeting. (It is up to him if he wants to run for the remainder of the term.)

I think the membership should have the right to vote for the director filling the vacancy of an unexpired term at the next annual meeting, the board has the right to fill that vacancy until such meeting is held.

Good luck! Robin