Why Should Our Board Fill a Vacant Director Spot?

Started by KerryL1 • 9 replies • 878 views

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KerryL1 (California)
Posts: 14,550

Posted:

A director resigned last month, but on our February agenda was an item to not fill the vacancy. It failed with a 2-2 tie vote. I really can't remember why they didn’t want to fill the vacancy.

We have a board of seven, but one is our commercial director—required by our Bylaws—who never attends. The Commercial Owners owns two “lots” in our condo building—about 3% of the entire project, which includes 200+ residential units. Six of us directors almost always attend.

What are good reasons for filling this vacancy—not required by our Bylaws? What are good reasons to keep it vacant till our annual meeting at the end of October?

I’ll appreciate your ideas.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By KerryL1 on 03/08/2018 5:28 PM

What are good reasons for filling this vacancy—not required by our Bylaws?

Kerry, you know the reasons.

Quote:

Posted By KerryL1 on 03/08/2018 5:28 PM

What are good reasons to keep it vacant till our annual meeting at the end of October?

Lack of Volunteers

KerryL1 (California)
Posts: 14,550

Posted:

I think I know some reasons, Tim. But I was hoping to hear from current & former board members with their own ideas. Have to say I'm surprised. What you might have written not only would have been helpful to me, but to others who might want to learn about this situation.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Kerry,

Why not identify the ones you believe you know and other posters can join in?

RichardP13 (California)
Posts: 3,868

Posted:

The only reason you would't appoint would be the Board doesn't like the person stepping forward. My opinion, sorry excuse.

Why appoint? Gives someone a short term trial as a Director as the election is in October. Their resume could now show a stint as a director. It could work against a board if a qualified individual wants top step up and the board snubs them.

KerryL1 (California)
Posts: 14,550

Posted:

Thanks, Richard. The directors who don't want us to fill the vacancy didn't say why not, but I suspect you're right. There were Two candidates who were not elected last October, some on the Board dislike one of them intensely.

Your pro approach makes sense to me. Several months of service gives a volunteer a low-risk way to learn if they like the position before committing to a (possible) 2-year term.

JudahD (Florida)
Posts: 2

Posted:

I would refrain from keeping it vacant. If an issue of major concern comes about and the board needs to make immediate decisions (special assessment) or a decision that is not completely agreed, you know how an even split 3-3. Boards are composed of odd numbers for that reason. I would call a special meeting to appoint a willing, local owner as interim until the annual meeting, and then proceed as normal. Out of 200 people, I am certain that someone is willing to come forward. On the contrary, if you have 2 commercial interest members that never show up, you are only making decisions with 4 board members. Your post gives a perfect example how something major could end up in a tie. You don't want that on your shoulders if a crisis were to arise.

KerryL1 (California)
Posts: 14,550

Posted:

Well, Judah, since 6 almost always attend our monthly meetings, ties could occur often, but they don't. Now, with only five, we won't have ties. I do get your point though. I think we have willing members as 3 applied a year ago when we had a vacancy, and for 3 spots we had 5 candidate last October.

Thank you for replying and welcome to the Forum.

SheliaH (Indiana)
Posts: 6,964

Posted:

I'd at least try to fill the spot - you don't want the six remaining directors to drop to 5, then 4, etc.

As for the commercial director, has your community looked into changing the bylaws to drop the commercial director since he/she doesn't show up anyway?

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

KerryL1 (California)
Posts: 14,550

Posted:

Good point, Sheila. The 5 remaining residential directors, who do attend, could suffer another loss due to any number of reasons (all, for ex., are over 70 with one over 80 y.o) Then there'd only be 4, and making quorum could become an issue.

Our Bylaws specify five, but permit us to drop to three. Our bylaws (odd wording) say that 7 is OK too, but if we increase to 7 we cannot vote to drop back to five without amending our Bylaws according to a written opinion from our HOA attorney. The Board did increase to 7 back in '06 before we hired a decent MC.

Along with Richard's contribution:
Bring fresh talent and ideas to improve our community.
Board might assess the person’s suitability for further service and/or officer positions.
Shows the board is open to new voices instead of being closed and insular.
Help assure the Board makes quorum for monthly meetings since one member never attends.

That's ALL I could come up with.

We'll meet with our HOA attorney in the next month to rewrite our Bylaws. There is one Commercial Owner of both lots = 5% of our HOA. The current bylaws say they must have a seat on the board UNLESS the Commercial Owner(s) vote to abandon it. The owner is our developer, who occupies their own suite here and rents out 4 others. I assume he thinks the commercial lots would be too vulnerable to being asked to pay too much or other issues that make them want to keep their place on the board. With our bylaws rewrite, we ARE going to ask them to relinquish their seat and see what happens. We do have a CC&R that protects them from the board taking advantage of them.

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