Failure to fill a vacancy

Hi Everyone,

I am looking for answers/advice on what to do regarding a board members (VP) resignation. This happened in June by written letter (immediate), and as of now, there has been no appointment to replace him. He also retains keys to association property and still interacts with vendors as if he is a board member. Our bylaws state upon a resignation the board "shall" choose a successor. As I have volunteered for the position,as well as another member in the community no action has been taken. This board continually acts outside the scope of the bylaws, violates state law and the President herself has been quoted at meetings stating " I don't care about statutes". Our bylaws are clear in that the board shall consist of a Pres/VP/Sec/Tres, yet they refuse to take action and fill this important seat. Some history here....the current board continues to act outside the law in various ways. Management is no help as they continue to defend every action. We were scheduled to have a board meeting in July but the Pres cancelled it stating there was no new business to address. I ran for the board last year and although I lost a close race,since then I continue to call them out for improper procedures, violations of state law, uncovered numerous improprieties, and selective enforcement against certain residents including myself. In serving prior communities as a President, Sec & Treasurer, I always took action where appropriate and was always transparent with residents but this board acts more like dictators. Management says the board must find someone they can work with in "harmony" with in order to appoint them. This seems to be a pattern (all members in office since 2016) as the President did the exact thing in 2016, and didn't fill the vacancy until after the election. According to managements claim because they bylaws don't specify a timeline in which to appoint, they are free to leave the seat vacant until they do decide. We have one board meeting left (September) before our annual (November), any input on this is appreciated. Thanks in advance.

Thanks for the response. The Board shall consist of five Directors. Four being Executive Officers(President,VP,Secretary, Treasurer) and a remaining Director. See Below:

Section 4 Board of Directors, Committees:
4.1 Number and Term of Service; Qualifications:
A Number. The number of Directors which shall constitute the whole Board of Directors shall be five (5) persons.

Section 5. OFFICERS.
5.1 Officers - Required; Appointment: Removal: Resignation: Vacancies.
The executive officers of the Association shall be a president, a vice-president, a treasurer and
a secretary, all of whom shall be elected annually by a majority vote of the entire Board
then serving. The Board of Directors may, from time to time, appoint such other officers,
and designate their powers and duties, as the Board shall find to be required to manage
the affairs of the Association. If the Board so determines, there may be more than one
vice-president. Any officer may be removed with or without cause by vote of a majority of
the entire Board at any Board meeting. An officer may resign at any time by delivering
notice to the Association. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a later date and
the Association accepts the future effective date, the Board of Directors may fill the
pending vacancy before the effective date if the Board of Directors provides that the
successor does not take office until the effective date.

My understanding is that HOA attorneys say it is best to have all board positions filled, but not if the only applicants for a director's seat are 'not qualified' in the eyes of the board. I believe this is so even when there is a "shall" in the Bylaws' wording. Good luck in the next election.

Is this the MAY does not mean MUST argument?

Maybe Augustin can prepare a life threatening letter.

Geno's idea looks good. Maybe also have the president notify the vendors involved in writing to no longer interact with him. I'd think there aren't very many?

Anthony

It can be confusing, Directors, Officers, etc. Let me try and clarify:

Typically those elected to the BOD by owners are Directors.

The BOD then gets together and elects its Officers from among itself. Let us assume a 7 member BOD.

Jim Smith, President, Officer of the HOA, Director of the HOA, Member of the BOD.
John Jones, VP, Officer of the HOA, Director of the HOA, Member of the BOD.
Judy Adams, Treasurer, Officer of the HOA, Director of the HOA, Member of the BOD.
Dick Ames, Secretary, Officer of the HOA, Director of the HOA, Member of the BOD.
Chloe Taylor, Director of the HOA, Member of the BOD.
Sophia Downs, Director of the HOA, Member of the BOD.
Harry Ryan, Director of the HOA, Member of the BOD.

Some Officer positions can be combined like VP and Treasurer as I am. I believe the only two that cannot be combined are Pres and Secretary.

In the above, all Officers are Members of the BOD, but not all BOD Members are Officers and this where a lot of confusion arises.

Typically, Members of the BOD must be owners but there can be exceptions in ones docs.

Typically, Officers must be Members of the BOD but there can be are exceptions in ones docs.

Typically the BOD, via a BOD majority vote, can fill BOD vacancies. Some docs says they must. Some docs say they May.

One could resign from an Officers position and remain on the BOD.

It is not uncommon for a BOD to leave a vacancy or two on a BOD and wait until the next election. Our BOD of 5 quite often has operated with only 3 or 4 members. Our docs call for a BOD of 3 to 7 members with the BOD deciding how many.

I just poured myself a drink. Hope I got this all correct.

Our bylaws state that the Chairman of the board runs board meetings, and that the President of the association runs membership meetings. These can be two different people. The only officer required to be a director is the president, and there is nothing to say the president also has to be the chairman.