A service of:
Community123.com
Professional websites for HOAs & condos, since 2004
🎁 1st year FREE for HOATalk members! →
← Return to Topics List

Director Vacancy

Started by LisaW21 • 10 replies • 316 views

💬 Join us to post & get advice from 50,000 HOA & Condo leaders.

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in

LisaW21 (Colorado)
Posts: 17
Posted:
Last year at our annual meeting we had no nominations to the open position for the BOD. The current director also resigned. After the annual meeting the board went back to the director who resigned and appointed him to fill the vacancy. This person is now serving in a 3-year term till 2024. In our bylaws the board can only fill a vacancy of a director position for the remainder of the unexpired term. If we had no nominations at last year's annual meeting, and we did not have a current director in that position, would this mean the term expired and did not renew? Or does a new director term just automatically begin at the annual meeting without anyone in that position?

We had our annual meeting this year. I'm curious if this position should actually be open to members for election. Or, does the board hold control of this term till 2024? We held a contested election at our annual meeting this year. If this director position had been open again to members at this year's annual meeting, we would not have been forced into a contested election. We would have had enough open positions as nominated candidates. Do you think the Board is allowed to hold this person in a director term till 2024? Or, is this person perhaps not in an official director term and members should be allowed to carry out an election?
WendyM5 (North Carolina)
Posts: 1,522
Posted:
you are probably right. this kind of bulls*** happens all the time. it has been going on for 20+ years in my hoa.
mainly because the managemetn companies do not like to deal with new board members it takes time to educate them and it's easier to have the same BOD.

our HOA bylaws stated the BOD is 3 members with 3 yr terms, and they intially had terms of 1, 2 and 3 years, meaning that an election has to be held every year for one BOD. However, years latter the excuse was given that no one kept track therefore BOD get 3 year terms no matter what. And quorum is so high it is effectively impossible to get elected to the position one can only be appointed. and guess what, that's what happens 20+ years of appointments.

I insisted on having elections this past year and the PM was surprised when I emailed her stating that our bylaws imply we must have elections every year. guess what she does on the nomination form? she states all 3 BOD seats are for freaking 3 years AGAIN?!?!

I think not. we will have elections again next fall, probably undisputed, but the bylaws state we are to have them so any mgt company or BOD member that thinks otherwise can go take a hike. tired of the how our neighborhood has been treated like a dictatorship for decades.
vis ta vie
CathyA3 (Ohio)
Posts: 6,299
Posted:
It's not unusual to have terms of varying lengths as a community is transitioning to homeowner control. It's how the cycle of staggered terms gets established, and once the cycle is established, terms are mostly the same length, with some variation to get the math to work. The bylaws should say this, though.

A term length runs according to the calendar, not according to whether or not someone fills it. One term ends on the day of the annual meeting, and the new term starts even if nobody volunteered. If the board finally finds a volunteer six months later, that volunteer fills the remaining time - he doesn't start a new, full length term on the date of his appointment.

Staggering the terms is important since it helps preserve corporate memory. Otherwise you can end up with a board made up of newbies who have no idea why things are done the way they are - that doesn't do anybody any good.
BillH10 (Texas)
Posts: 1,217
Posted:
Lisa

What is the term of the directorship to which the person was appointed without all the background about no one was elected to fill the seat at the annual meeting?

If it was three years, that is the term of the appointee. The position exists regardless of whether or not someone was elected to fill the position; it exists for the period described in your Bylaws.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Lisa

Typically your Bylaws will clarify the term of one appointed to fill a BOD vacancy There are typical two methods:

1. The appointee serves until the next BOD Election.
2. Th appointees serves the balance of the term of the person they are replacing. This could be multi years.
MichaelT21 (Arkansas)
Posts: 200
Posted:
If that was our assocation, the position term would end 3 years after the election night. If filled 1 day after the election by board appointment, the new director would serve for 3 years.

We try hard to get candidates to fill positions, so all positions are filled on election night.
LisaW21 (Colorado)
Posts: 17
Posted:
Per our bylaws. The term of office of directors is three years or until a successor is elected. At the expiration of a director’s term, if a successor cannot be elected for any reason, the existing director will continue to hold office and begin serving another term until the director’s successor is elected to fill the remainder of such new term, or the director resigns.

If I follow what our bylaws say, terms are "3 years OR until a successor is elected". We hold our elections at annual meetings to elect a successor to begin serving a new 3-year term. No one was elected. How did a new 3-year term begin?

Our bylaws then say "if a successor cannot be elected for any reason, the existing director will continue to hold office and begin serving another term until the director's successor is elected to fill the remainder of such new term." At our annual meeting, we didn't have an existing director because he resigned. This would mean we not only had no successor to elect, we had no existing director to hold office and begin serving another term. If we had neither, how does a new 3-year term begin after the annual meeting?

JohnC46 (South Carolina)
Posts: 14,265
Posted:
Lisa

What do your Bylaws say about the BOD appointing someone to fill a vacancy and how long will that person serve?
WendyM5 (North Carolina)
Posts: 1,522
Posted:
Quote:
Posted By LisaW21 on 12/19/2022 11:59 AM
Per our bylaws. The term of office of directors is three years or until a successor is elected. At the expiration of a director’s term, if a successor cannot be elected for any reason, the existing director will continue to hold office and begin serving another term until the director’s successor is elected to fill the remainder of such new term, or the director resigns.

If I follow what our bylaws say, terms are "3 years OR until a successor is elected". We hold our elections at annual meetings to elect a successor to begin serving a new 3-year term. No one was elected. How did a new 3-year term begin?

Our bylaws then say "if a successor cannot be elected for any reason, the existing director will continue to hold office and begin serving another term until the director's successor is elected to fill the remainder of such new term." At our annual meeting, we didn't have an existing director because he resigned. This would mean we not only had no successor to elect, we had no existing director to hold office and begin serving another term. If we had neither, how does a new 3-year term begin after the annual meeting?


go back to your docs find out when the AIO articles of incorporation were signed.
Lets say 2016, that means new term is 2019, 2022, 2025, etc.

like someone said above the terms are based on a calendar, not on who gets elected or quits or whatever.

Again stick with a calendar, any other way just makes a mess.
vis ta vie
CathyA3 (Ohio)
Posts: 6,299
Posted:
Quote:
Posted By LisaW21 on 12/19/2022 11:59 AM
Per our bylaws. The term of office of directors is three years or until a successor is elected. At the expiration of a director’s term, if a successor cannot be elected for any reason, the existing director will continue to hold office and begin serving another term until the director’s successor is elected to fill the remainder of such new term, or the director resigns.

If I follow what our bylaws say, terms are "3 years OR until a successor is elected". We hold our elections at annual meetings to elect a successor to begin serving a new 3-year term. No one was elected. How did a new 3-year term begin?

As I mentioned above, the term begins at the end of the annual meeting, whether or not someone has been elected to fill it.

What the part in bold is saying (I think) is that if a current director's term ends and nobody else volunteers, then the director remains in place without having to be re-elected or appointed. If your bylaws do actually define a term as "three years or until a successor is elected", then they are partially tying the term to the person holding it. I can't tell if that is intentional or poorly worded bylaws. If it's intentional, I think it's wrong-headed since staggered terms provide an important benefit, and losing this staggering causes problems of its own.

Quote:
Posted By LisaW21 on 12/19/2022 11:59 AM

Our bylaws then say "if a successor cannot be elected for any reason, the existing director will continue to hold office and begin serving another term until the director's successor is elected to fill the remainder of such new term." At our annual meeting, we didn't have an existing director because he resigned. This would mean we not only had no successor to elect, we had no existing director to hold office and begin serving another term. If we had neither, how does a new 3-year term begin after the annual meeting?


The term starts after the annual meeting, with or without someone in position. Or that the norm. I can't remember ever hearing of a community that does this differently, although I suppose someone somewhere does.

If your bylaws do actually say the part in bold, I can see why you're confused. Suppose Good Ol' Joe's term ends at the annual meeting, nobody else wants to serve, Joe is willing, so he starts serving the another 3-year term. Why would the membership elect a successor prior to the end of that new term unless Joe can't/won't remain in his position until the end, in which case the usual procedure would be for the remaining board members to appoint a successor.(*) Or suppose Good Ol' Joe is one year into his second term, wants to remain in place, and another homeowner volunteers - is Joe forced into an election at that point, and does a new term start if the challenger wins but not if Joe wins?

Is there any way you could get a lawyer's opinion on what the heck your bylaws are actually saying and how that would work in practice?

(* For completeness: In some states/communities, appointed directors serve out the remainder of the term to which they were appointed, and in others they only serve until the next annual meeting/election. I think what your bylaws may be saying - without actually saying it - is that appointed directors in your community only serve until the next annual meeting and that directors like Good Ol' Joe who started a new 3-year term because nobody else volunteered will be treated as though they were appointed [even though Joe was in fact elected by the membership some years prior]. But I am not a lawyer.)

SheliaH (Indiana)
Posts: 6,964
Posted:
OK, if I'm reading correctly, you had an open spot, but no one ran for it. Then you had another member resign- if someone had bothered to run for the open slot, he or she would be there until 2024. If the recently returned board stayed out, his successor would serve out that term, which I assume would have ended in 2025

Personally, I would have voted to keep the returned board member in his old slot. If he wanted
to change has mind and quit again, someone else would be selected to finish the term. But what about the rest of the board? Is anyone up for reelection next year? If so, target that seat or seats. Then you can address the appointed slots at tge appropriate time

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

🎯 You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

  • ✓ Ask follow-up questions
  • ✓ Share your experience
  • ✓ Get expert advice
  • ✓ Access 350,000 discussions
Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in here

Terms of Use and Privacy Statement