Board Election

In September we had our Annual Meeting and Board Election. There was one seat open and the current Board Member did not send in his paperwork so he would need to be nominated from the floor. One of our investors nominated a homeowner who rents the model home (his brother was the builder) and since the investor owns many homes and we did not have that many homeowners in attendance, he received the most votes and won the election. Our current board member was not reelected. Another homeowner nominated our current board member from the floor as well. Now...the board member nominated from the floor and won the election resigned within a few weeks (he realized how much work being on an HOA board is). We offered the investor and/or his spouse to consider being on the board but they also turned it down.

So...is the board member who was nominated from the floor the next in line for the vacant board seat. I spoke to him and he wants to be appointed. The issue is the other board members do not want him on the board. There is no one else in our development who wants it. They said so at the meeting and we sent several notices out prior to the Annual Meeting. We are a small development 40 homes.

Can we continue with a four person board (not recommended) Our gov. docs state only four positions, however, when the builder was the Declarant he adopted a resolution for five board members because there was a discrepancy in our gov docs and he wanted to remain in control.

We have a conference call being scheduled with our board attorney regarding another issue and was going to pass this by him. Last year I asked him about going to a 3 person board. He said the cleanest way was to have the entire board resign and start with a new election. Not sure if we want to go that route.

Any advice would be appreciated

You need to look at your governing documents. Most likely they state that the current BOD can appoint anyone they choose to fill the position until your next annual election. Many State Statutes also tend to state similar in this situation.

Do you understand the difference between board members (aka directors) and officers? While the officers are typically a subset of the directors that's not always the case, and it is very common to have more directors than office positions. Directors are elected to the board by the owners (or appointed by the board to fill vacancies between elections). Officers are determined by the board, and depending on your bylaws may or may not need to board members, although usually are.

As has already been pointed out, the remaining directors can appoint anyone eligible, it does not have the be the next highest vote recipient. I would also agree that having an even number board is not a good idea.