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LeelaC (California)
Posts: 3
Posted:
Good morning,

I'm posting on here because I cannot for the life of me find an answer to this question in the Davis-Stirling rules, and was hoping someone here might point me in the right direction.
Our community is gearing up for our annual Board of Directors election. Thus far, we have had no members willing to run for candidacy, and it's getting close to the deadline for application. I believe that if there are not enough candidates to run for election (in our case, again, there are none) the election is recessed for a certain amount of time. The problem is, I can't find how long that recess is supposed to be. I've been able to find information on what happens if there's no quorum, but that isn't the problem here.
If someone could let me know, and point me at the section in Davis-Stirling where it spells out the procedure, I would really appreciate it.
Thank you!
TimB4 (Tennessee)
Posts: 21,061
Posted:
It falls under corporate laws.

Per the code:

(b) Unless otherwise provided in the articles or bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified, unless the director has been removed from office.

Therefore, if there are no candidates or you don't reach a quorum, the existing board stays unless they resign.

Note: corporate law only applies if your association is incorporated. Most are, check to be sure.

see: https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=CORP&division=2.&title=1.&part=2.&chapter=2.&article=2.
LeelaC (California)
Posts: 3
Posted:
Thank you!
LetA (Nevada)
Posts: 2,679
Posted:
Is there currently someone filling that position or is that position vacant? If there is someone in that position, then they are automatically reelected via acclimation.
TimB4 (Tennessee)
Posts: 21,061
Posted:
Quote:
Posted By LetA on 02/09/2022 2:19 PM
Is there currently someone filling that position or is that position vacant? If there is someone in that position, then they are automatically reelected via acclimation.

This is incorrect.

Acclimation is when the person is running unopposed.

If they are not running (OP's question - no candidates), they simply continue to serve unless they resign.

If all are going to resign and there are no volunteers to serve, then their last act should be to petition the court for receivership.
KerryL1 (California)
Posts: 14,550
Posted:
Tim nails it for you, Leela. The Davis-stirling website, written by CA HOA attorneys, isn't a lot of help here, but go to davis-stirling.com -> Index
-> Elections -> Board Required. If NO owners will serve, you'd be confronted with receivership, where a WELL-paid stranger would manage your HOA's affairs. You do not want that to happen.

Are none of the current board members willing to serve again? If so, they just continue.

What size is your HOA? How many directors do your Bylaws require? Are you willing to serve?

With Tim, acclamation only happens when an election of directors in CA is uncontested.

Does your HOA have the CA-required Election Rules effective 1/1/21?

You may want your HOA attorney's advice on this serious matter.

LeelaC (California)
Posts: 3
Posted:
Thanks for all the advice.

-Two of our Directors are at the end of their three-year term and so those seats need to be filled. We need three candidates, but so far have only had one person interested in running. I'm just a volunteer helping them organize the election, and I have no experience serving on a board, so I don't think I'd make a very good candidate. I have my strengths, but governance is not one of them.

-There are seven people on the Board in total (including the two who are leaving). I'm not sure how many the Bylaws require, I'd have to check.

-Yes, they do have the required Election Rules.

Upon conducting some more research, I think I have my answer in that the two directors would simply continue to serve, so thanks for letting me know! I'll forward it to our Community Manager.
KerryL1 (California)
Posts: 14,550
Posted:
Yes, do check your Bylaws, Leela.

While probably not required in the contract with your management contract, most Community Managers would be able to help with finding the answers to your questions. what size is your HOA?
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Leela

Typically the recess is the same amount of time that owners have to be notified about the Annual Meeting. In our case 30 days prior to via USPS.

Most associations do not bother to do so or they do not have to do. Most just let the BOD fill any vacancies versus hold another Annual Meeting for an election.

Typically if no Forum is established, a recess will be called for as no business can be done. None at all including an election, budget approval, etc.

In our case if no election, the existing BOD stays in place until an election can be held. Also as long as we have 3 of 5 BOD Members we can do business as we have a Forum. We have operated with only 3 of 5.

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