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Insufficient Board Volunteers

Started by BarbaraD12 ā€¢ 6 replies ā€¢ 228 views

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BarbaraD12 (Washington)
Posts: 24
Posted:
Our association consists of 18 units of mostly retirees. Our documents state we need a five member board. This year we have two positions available and only one volunteer which would mean there would only be four. If we go down to a three member board, Iā€™m guessing we have to do an amendment to our documents. Is that correct? We are in the state of Washington.
TimB4 (Tennessee)
Posts: 21,062
Posted:

RCW 24.03A.505, defers to the articles of incorporation or bylaws on the number of directors; https://app.leg.wa.gov/RCW/default.aspx?cite=24.03A.505
Per that same statute, you must have at least one.

There is no requirement to fill a vacancy in State statutes, RCW 24.03A.535, as it uses the word "may" giving the board the option;
https://app.leg.wa.gov/RCW/default.aspx?cite=24.03A.535

Be happy with 4, ask for volunteers to fill the fifth seat. If it remains vacant, so be it.

I would suggest amending the required document/s to make it a range of no less than 3 and no more than 5.
This would give the board additional legal backup if it happens again in the future.
KerryL1 (California)
Posts: 14,550
Posted:
Agree with Tim, amend your Bylaws to a Board of three. Wait, it is your Bylaws that state you must or "shall" have aBoard of five?? Or Articles of Incorporation? Will be kind enough to provide th actual wording?
MarshallT (New York)
Posts: 414
Posted:
Unfortunately that is probably the easiest way to resolve this issue. The community could also ask the court to appoint a receiver, but this is a temporary solution, and likely too expensive for such a small community.
PatJ1 (North Carolina)
Posts: 568
Posted:
Quote:
Posted By KerryL1 on 05/30/2024 6:56 PM
Agree with Tim, amend your Bylaws to a Board of three. Wait, it is your Bylaws that state you must or "shall" have aBoard of five?? Or Articles of Incorporation? Will be kind enough to provide th actual wording?

This wording is important. Please provide the actual wording from the governing documents.

Ours are "shall" and we operated with a board of 3 for many years.

DavidG45 (Delaware)
Posts: 994
Posted:
Just putting this out there, but if the other 14 homes are so unconcerned about the state of the HOA, it seems unlikely any of them would bother to go to court if you operated with three or four board members.

Still, write up an amendment and get the requisite number of people to sign-on, and your problem is solved.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By DavidG45 on 05/31/2024 12:01 PM
Just putting this out there, but if the other 14 homes are so unconcerned about the state of the HOA, it seems unlikely any of them would bother to go to court if you operated with three or four board members.

Still, write up an amendment and get the requisite number of people to sign-on, and your problem is solved.

I agree. Go with a BOD of 3.

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