Petition for Special Meeting

Our board has only had 2 members for the past few years. One of them boasts that she has served 20 of the 22 years it has been in existence and she's the reason no one will volunteer. She rage quit last week which created a 4th vacancy

4 of us recently decided it was time to do something and we submitted requests to be appointed, with the intention of removing the last member. They have stalled us for over a week now and we learned earlier this week that he reappointed the lady who quit. They are scrambling to find 3 friends to appoint to the open positions.

On Wednesday we submitted this petition signed by over 10% of owners: "The undersigned members hereby petition the XXXXX HOA to set the earliest reasonable date, time and place for a special membership meeting for the purpose of electing new board members. Scheduling, notice and ballots shall be sent to the membership as provided for in the North Carolina Nonprofit Corporation Act (NC Gen Stat § 55A-7-02(a)(2)), which overrides our governing documents."

The response we got is that the board is reviewing nominations and will be making appointments soon.

Can they just ignore the petition for a special meeting? If they appoint 3 members now does it render our request invalid because there are no vacancies?

To elaborate a bit on what LaskaS posted, at least from where I am sitting:

I expect there is no provision in this HOA's governing documents for calling for a special election to fill board seats. Without such a provision, I think the Board has the right and duty to ignore the petition.

I agree the Board has the legal right and duty to appoint new directors.

The Board (even if it has only one director at present) does not have to appoint just anyone who applies to serve. If this one director thinks the best interests of the corporation will not be served by appointing so-and-so, then the director could be said to have a duty not to appoint so-and-so.

I think what your group is suffering is the consequence of years of apathy.

I suggest getting your ducks lined up for the next, regularly scheduled election or possibly a recall (via a special meeting). I believe it's easier to replace the board via the regularly scheduled election.

The board appoints people to fill vacancies, period. I assume they'd be interested to hear about people who are willing to do the job - often they have to twist arms to get volunteers - but they can appoint whomever they choose, they don't need to appoint any of the volunteers.

You don't want to drag this out. If you're down to one board member, the board can't lawfully do business since there is no quorum. They need to get on with it. (There was no quorum prior to the rage-quit, either, but that's another story.)