Time During Meeting to Fill Vacancy

Is this a vacancy on the board of directors? Or for an officer position (President, VP, treasurer, secretary)? Or for a committee, like an architectural review committee?

Whichever it is, I think the board has pretty much a legal duty to announce the vacancy to all members and let all consider applying. Depending on which position it is, your HOA's governing documents may have more requirements.

We were somewhat informal about this, probably because we had a difficult time getting volunteers! If someone said "hey, I'd like to volunteer," he/she would be asked about his/her background, why they'd like to join and what they'd bring to the table, the board would debate briefly and then vote, seating the person that night. The next newsletter and board minutes would provide more information on the new member.

Looking back, I think we should have put more effort into vetting because I think some may have felt a wee bit of pressure to join, thought more about it when they got home and we never saw them again.

So I think it's better to take this up at the next meeting. Tell the homeowner to provide some information about his/her background and why they'd like to serve and prepare to make a brief presentation on the same at that meeting, where other homeowners will be invited to ask a few questions as well as the current board. The board can then debate and make a decision, perhaps making the appointment effective at the meeting (some sort of orientation could then occur before the new member joins)

Check your governing documents. Usually, it's the board that fills a vacancy (on the board) with a vote of the board only.

So - assuming the "vetting" has been done by board members before, the "candidate" is appointed to the position by a board vote at a regular board meeting.

Hopefully, every board member is aware of this person's qualifications so that they can make an informed vote.

Majority vote needed to place the new person on Board.

In that case Florida Statute 720 (HOA) or 718 (Condo) can provide guidance. 720 has this:

Unless otherwise provided in the bylaws, any vacancy occurring on the board before the expiration of a term may be filled by an affirmative vote of the majority of the remaining directors, even if the remaining directors constitute less than a quorum, or by the sole remaining director. In the alternative, a board may hold an election to fill the vacancy, in which case the election procedures must conform to the requirements of the governing documents. Unless otherwise provided in the bylaws, a board member appointed or elected under this section is appointed for the unexpired term of the seat being filled. Filling vacancies created by recall is governed by s. 720.303(10) and rules adopted by the division.

I haven't looked at 718, but it could very well have similar language. If not, the FS 617 (non-profit corp) might be useful to look at.

If the vacancy on the board occurred for reasons other than a recall, FS 720 says:

"Unless otherwise provided in the bylaws, any vacancy occurring on the board before the expiration of a term may be filled by an affirmative vote of the majority of the remaining directors, even if the remaining directors constitute less than a quorum."

If your bylaws address vacancies then they should be followed. Otherwise, the law doesn't require them to do fill the vacancy if they choose not to. If they want to select a replacement then that needs to be on the agenda in advance of the meeting where they intend to fill the vacancy. I don't think it matters at what point in the meeting the remaining directors vote on it.

Note that things are a little different in the case of a recall.

No secret voting by directors in Florida with one exception: the voting for officer positions. I think the vote to select a replacement director to fill a vacancy may not be in secret.

FS 720.303(2)(c)3 ...
"Directors may not vote by proxy or by secret ballot at board meetings, except that secret ballots may be used in the election of officers."

If one's Bylaws allow the BOD to fill a BOD vacancy and the Bylaws do not call for some sort of notification that there is a BOD vacancy to be filled, I say the BOD can fill that vacancy during a BOD Meeting. Maybe under new business, an agenda change notice, etc.

FL may be like CA where the agenda must be posted 4 days in advance for a regular or special meeting of the Board. Thus, in CA and elsewhere, the agenda is not "approved" at the beginning of the meeting and nothing may be added unless the Board agrees it's an emergency.

Thanks for FL info about secret ballots at Board meetings, Geno. To fill vacancies is the only time--other than officers--we've done that in my HOA.

Geno
Thank you. We have been posting the agenda which has been a pain. Our sign provides meeting date, time, location and type of meeting.

We post ours in our high rise mailroom. I hope no one thought I meant "post" as post by US mail??