when the entire board quits does the bylaws address it?

My favorite HOA attorney spoke to this. HOAs are supposed to "do the best they can, in a reasonable fashion" to get a new board.

I am doubtful these exist.

One of the problems with such a bylaw is that it is giving direction to the HOA. But the HOA is run by the board. With no board, one can argue that the manager is obliged to follow the bylaws. But legally, the latter is simply false.

Still, as you prepare new bylaws to propose to the owners, I think a couple lines on this subject might be worthwhile. Examples that I think might best survive any legal challenge (by say those who want the HOA not to exist and do not know the legal details of dissolving the HOA):

Bylaw #27
In the event all directors resign from the board, or for other reasons no directors are serving, the HOA shall either (1) promptly convene a Special Meeting of the Owners (complying with state and bylaw notice requirements) to elect new directors, or promptly run an election by either mail or digital means. In the event no owners are willing to serve on the board, receivership shall remain an option of the owners, pursuant to state law.

A gentleman in another state (not NC), with his own law firm, specialized in having clients that are HOAs. He liked to say he had never lost a case (the court record confirmed this). One of the reasons for this is that he will not take cases that he feels are not winnable. I felt he did not like going before judges with a lousy case, as I presume it affected his reputation with judges. Meaning he was not into running up billable hours. He was not verbose but still he would give layperson's explanations (in person or on the phone; never in writing) to directors, when they asked. He is a rare HOA lawyer that has wisdom, IMO. He came from a perfectly respectable and long-established law school but not a so-called 'top tier' one. Which does not matter. He has had a thriving practice for at least two decades.

It's called receivership. I am pretty sure this is what Wendy is hoping to avoid.

Even your own state's statutes do not address this, beyond receivership. Davis-stirling.com has a sub-site on "HOAs without Directors."

Yup. I spoke to this in my post. I opined that I thought a bylaw like what Wendy proposes is still worthwhile, because it might avoid receivership.

Tim's reply, too, is what I've seen in various places. We're not talking about Calif., but I think it's as Tim wrote: "Corporate statutes would address this by the ability of the board to appoint someone prior to their resignation. They only have to appoint one person and that person, per statute, can appoint others to fill the vacancy."

in my HOA every board member that has resigned has done so without any 2 week notice, or care about who thier successor might be. I can easily see a whole board storming out leaving no one in charge.

I am not sure if anyone else spoke of receivership, but AFAIC, the board is not required to petition for receivership. I continue to feel that, if a director wants receivership, then the proper way to arrange this is to first resign and then petition a court.

The OP wanted to know whether a bylaw should have a provision for when the entire board resigns, having failed to appoint replacements prior to resignation.

I think the only thing that corporate statutes have to say about this has to do with receivership. Hence at present, I support a bylaw that is something like what I posted. Or maybe there are people here that want to have a bylaw that requires the most recently serving directors to petition for receivership. I would not support this, but that's just myself.

Unfortunately, "the HOA" would be the Board of Directors who just said I quit and walked out.

Therefore, if the board is vacant - who would call the meeting, authorize money to be spent to sent out notice, print ballots, etc.?

Therefore, I applaud Wendy for trying to plan for the worse.

If the outgoing board doesn't appoint someone, I don't see how it would work (legally) without someone going to court and asking to be appointed to the board so they have authority to do what you describe. Statutes allow members to petition the board for a special meeting but is silent on what to do if there is no board or the board refuses to accept the petition. This forums advice was always to discuss the issue with an attorney as court intervention may be required.

Yes, that happened to us: we had no board from April - July of last year. In our case, we had a group of "activists" who scared off the candidates at the spring annual meeting, at which point the remaining board member said "nuts to this" and walked out.

Fortunately the PM's contract ran until the end of the calendar year, so bills were being paid and emergencies were dealt with. If we'd been self-managed, we'd have been in a world of hurt because there would have been no one with access to our accounts or with the authority to pay the water bill, for instance. (Those of you thinking about going the self-management route, pay attention.)

In our case, I volunteered to get a petition going and the PM scheduled a special meeting to hold an election. Had a huge turnout, about ten candidates for the board, and everything turned out fine. Our bylaws didn't cover this exact situation, but we did things as close to "by the book" as we could with transparency at every step.

Of the. 30+ directors with whom I've served in my HOA (7-person Board; year term), 2 resigned eff. immediately, because they were angry with the rest of the Board. One resigned to sell; 1 resigned after one year cuz she was Realtor and hoped to get new clients out of Board service...but apparently didn't. One fine member resigned due to a stroke that partially disabled him. After a year of PT, he ran for the Board again and was elected in late '23.

We did have one director seek and win a 3rd term with many of us knowing he'd resign in one year. But I have never ever heard or read anywhere that two-year terms make it tough to find candidates. We do know from lotsa studies in industry that high turnover--one year terms in HOAs-- leads to lotsa inefficiencies, too many newbies, some directors not wanting to campaign every single year, etc. And agreeing with the also very- experienced Sheila, it DOES take a year to "learn" one's HOA especially if it only has quarterly or 6 meetings year.

I have not seen anywhere how common it is for an entire Board to resign simultaneously, I suspect NOT very, but if your Board wants something in their Bylaws about such a possibility, go for it, Wendy. You'll definitely want your HOA's attorney to vet all of your proposed amendments anyway so get their advice on wording.

Your state Corp Code probably already shows how Owners themselves may call a members meeting, so they can do that and elect a new Board. An owner can, if permitted by Corp. Code or your Bylaws (as in ours), preside and simply hand out slips of paper for owners write the 3 names. A volunteer would monitor so that no one votes twice. The presider would allow speeches and self nominations.

But I like JohnC's idea the best. Persuade a recently resigned director to rescind the resignation just long enough to get a new Board appointed.

Unless your state or Bylaws already permits mail-in voting or digital voting, these owners would have to follow your current Bylaws or state statutes re: method of voting? quorum#? Get this handled in your revisions before the Section about mass resignation.

So your amendments will want, imo, to revise first how elections may be held,-- can you have absentee/mail in ballots, or digital voting, i.e how owners may vote (within the bounds of corp.code, if any), how ballots are tabulated; and by whom, how they are saved (in CA, one year is required)?

Bylaws are much cleaner if quorum is not required except for recalls, no write-ins, no nominations from the floor, no cumulative voting.

Staggered terms are recommended by all true experts in HOAs so that you NEVER have a Board of 5 with all 5 directors being brand new. This is even worse in a self-managed HOA. Imagine! Our old orig. Bylaws require staggered terms, but said nothing further. Here's the wording in our amended Bylaws: "Four (4) Directors will be elected in each even numbered calendar year and three (3) Directors will be elected in each odd numbered calendar year to serve for a term of two (2) years so that the Directors on the Board shall be elected to serve in staggered two (2) year terms." In addition, when vacancies do occur they are filled to finish the term of the vacancy NOT until "the next election."

Contrary to what you posted, the net's "experts" are resoundingly silent on the point.

If having staggered terms was so important, corporate code or HOA/COA statutes would require them. I am not aware of any statute that requires staggered terms.

Regarding the length of the terms, in my experience a newbie director spends their first year in a mild panic as they discover how little they know. They start to get their feet under them during their second year, and by the third they more or less know what they're doing.

So in theory, longer is better. In practice, with people coming and going pretty regularly, you can end up with a fair number of directors serving less than a full term. And we wonder why boards regularly violate the CC&Rs and various laws governing associations.

My HOA has had two HOA attorneys, who both rec staggered terms. I'll bet the attorneys at Davis-stirling.com also rec them. HOA lawyers ARE the experts re: this topic. Our current attorney worded the Section above about staggered terms. As JohnC suggests, that wording might be typical. There are, as noted above by EXPERIENCED board members, very good reasons to have them.

But just because there are good reasons and staggered terms might be termed a "best practice," does not mean there must be state laws. Many, many "best practices" are not codified as statutes, Elle, as you well know.

Cathy's case is a nice example of owner, Cathy, launching a petition (which usually requires a very small % of owners to sign, e.g., 10%) by owners calling a special meeting of the owners to elect a board. In her case, the HOA did have a PM who could schedule the meeting. If no PM, as in Wendy's HOA, an owner certainly could do so following the methods by which owners may call meeting of the members.

So, Elle's insistence, a triple "nope!" "Nope, nope nope. All requirements for calling an owners' meeting require a certain amount of vetting. Who is authorized to do this vetting? Not owners. Not the manager" is incorrect in my state and from a quick look in SC's corp. Code., in S.C. Note that "vetting" is left undefined. Apparently in Cathy' Ohio, owners can call a special meeting of the members, because that's exactly what she did.

As I sincerely advised Wendy above, there seems to be a lot in SC Corp. Code to help with amending your Bylaws. Do take a look at 55-A-2-07, Emergency Bylaws, which might be a good way to think about all directors resigning simultaneously. Thank. about that from multiple angles.

What to do when the entire board quits? Celebrate!!!

We "celebrated" by deferring all maintenance and sweating bullets out of fear we'd have a sewer backup or the water would be shut off before everybody wised up. This kind of celebrating I can live without.

It was "unlawful" because our laws and bylaws address two specific situations: 1) calling a special meeting while the association has a functioning board; and 2) petitioning the court for receivership. There is nothing that addresses the situation we were in, namely that we had no board but realized pretty quickly that we'd screwed up and wanted to avoid receivership.

As I'd mentioned, we got as close as we could to doing things correctly, with full transparency at every step. I can make a good argument that it would not have been in the best interest of the association to follow the law and petition for receivership - especially since it would not have happened fast enough to keep the water on and trash collected and the insurance premiums paid.

I also don't believe that lawmakers or courts deliberately created a booby trap that a number of association manage to fall into. This isn't a problem that individual owners created or can fix. At best they can lobby their lawmakers to address this specific situation. But I suspect lawmakers and courts have more urgent matters on their plates.