Lack of volunteers for the Board

Started by RobO • 29 replies • 183 views

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RobO (New Hampshire)
Posts: 10

Posted:

I am a board member for our HOA. Bylaws call for 5 members. We are currently running with 3 members and I will be stepping down in a few months. After serving on the board for 4 years I am looking for a break. We have been contacting homeowners over the past 2 years asking for volunteers … crickets.

Running with just 2 members is not functional.

What are our options?

Noone will volunteer.

Has anyone else gone through this?

Perhaps we go into receivership!?

Fyi, we have a management company so the work load is pretty light for the board.

TimB4 (Tennessee)
Posts: 21,115

Posted:

With 5 Directors, you need 3 for a quorum.

You need a quorum to conduct business.

I ran into a similar situation in my previous Association.

The options are limited, but here they are:

1) To buy additional time, prior to you leaving, the Board should vote to allow the following:

Director/Officer x has the authority to renew existing contract for abc

Director/Officer x has the authority to pay all bills for contracts already entered into.

Director/Officer x has the authority to etc, etc, etc.

This way, things were done properly with Board approval.

This can not go on forever, but it can buy additional time to find someone.

2) Not a great option, and I didn't have to use it, but I was willing to appoint my wife and adult daughter to the Board to not have to use the worst option.

3) Inform the membership what receivership is and how it would affect them in the pocketbook.

mention that if nobody volunteers, there is no quorum and why you legally need a quorum on the Board.

mention that a receiver, likely a management company, appointed by the court only answers to the courts

mention that Assessments will increase to pay for the receiver

mention that regardless what your governing documents require, if the receiver sees a need they can ask the court for a special assessment and members would have no say in the process.

Sometimes, this can motivate someone to step up and volunteer.

4) Worst Option - Petition the Court for a Receiver

RobO (New Hampshire)
Posts: 10

Posted:

Thanks for the tips. I did understand that 2 members cannot conduct business. Your point #1 is a good one.

Another thought is to amend the By-Laws to allow for a 3-member size board. Then, 2 members would be a majority.

This would take a special vote of the association.

However, 2 members doing all the board work is too much and not realistic.

Point #3 is next step. The homeowners all love lawn care and driveways plowed in the winter but, noone wants to volunteer.

Sharing the possible consequences might wake folks up.

TracyP3 (Florida)
Posts: 4

Posted:

We have the same problem in Florida. People want the benefits of the HOA without participating. We had 3 volunteers in 2025. We ran it as a business and accomplished more than previous 5 member boards (and the current 5 member board). We uncovered shortfalls in reserve planning and realized quickly our 25 year old community was a maintenance money-pit. In 12 months we completed quite a few improvements and clearly outlined next steps. The next steps and years of poor reserve planning required a $200 assessment increase. SUDDENTLY... we had 5 more people who were interested in running. Now, a year later they see the light and the amount of work it takes to run a community. None want to stay for another term. So, we are back to trying to get at least 3 volunteers. Time for option #3.

SheliaH (Indiana)
Posts: 6,980

Posted:

We were about to be down to three board members (there should be 7) and wrote a strongly worded letter about receivership, complete with a deadline when we needed people to step up or the remaining board members would pursue receivership. We discussed what that would mean in estimated dollars and that worked. One board member who resigned a year earlier returned as did two people.

We also took a look at what the board did and streamlined some processes so serving wouldn't look and feel like a second full time job! However, we made it clear some work was required, but mostly applying careful thought to association issues. It can't just be about meeting every month and deciding how to spend money (which most didn't want to do). Education was also i m portant, so people understood what it meant to be a board member. If you decided it wasn't for you, that's ok - better to be realistic about your time and abilities, lest you burn out.

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

JeffT2 (Iowa)
Posts: 897

Posted:

Quote:

Posted By SheliaH on 08/22/2026, 12:42 PM

We were about to be down to three board members (there should be 7) and wrote a strongly worded letter about receivership, complete with a deadline when we needed people to step up or the remaining board members would pursue receivership. We discussed what that would mean in estimated dollars and that worked. One board member who resigned a year earlier returned as did two people.
We also took a look at what the board did and streamlined some processes so serving wouldn't look and feel like a second full time job! However, we made it clear some work was required, but mostly applying careful thought to association issues. It can't just be about meeting every month and deciding how to spend money (which most didn't want to do). Education was also i m portant, so people understood what it meant to be a board member. If you decided it wasn't for you, that's ok - better to be realistic about your time and abilities, lest you burn out.

Was one of the returnees you?

Just curious, did you help write the letter or help streamline some processes? You would be a good board member.

SheliaH (Indiana)
Posts: 6,980

Posted:

Thanks for the compliments! Actually, I was one of the three board members still standing. I also drafted the letter, the president at the time did some editing, everyone read and approved it and off it went.

The main process we worked on was establishing a website so we could wind down use of the newsletter (which half of the residents didn't read anyway!) We'd post minutes, holiday trash pickup dates and other stuff people would check quickly without having to call the property manager over and over. There was also a request forms for exterior change requests that could be downloaded and em a filed back to tge board for faster handling.

The website was an ongoing project, so some things it has now were established after I stepped down (after 10 years!) Anything that reduces processing frees up the board and property manager to focus on strategy and new approaches to association issues I s a lwsys good.

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

MikeH24 (California)
Posts: 26

Posted:

With the other two directors' agreement, announce that unless two or three more members step up, the board will be implementing an increase in monthly dues for the following year at the maximum percent allowed by NH law. (In CA that is 20%.) Plow whatever is not needed for operations into the reserves.

If you get the two directors, and if you can get two board members to agree, announce that if there are any subsequent board vacancies that last more than 30 days, the board will be issuing a special assessment for every two months of the vacancy/vacancies. Take the maximum size of a discretionary special assessment allowed per year by NH law and your CC&Rs and divide by 6 to figure the amount. Again you can earmark that for the reserves if nothing else.

MichaelS56 (Minnesota)
Posts: 873

Posted:

Our board meets 6 times per year and that includes the Annua meeting. Each meeting is about 2 hours in length.

ElleN (Idaho)
Posts: 1,392

Posted:

MikeyH24 posted:

When the Board presents the annual budget, do you think it should lie about operating expenses, reserve funding or both?

Or should the Board not present an annual budget, even if the Bylaws and state law require a budget?

New Hampshire does not have a homeowners' association statute. New Hampshire has a nonprofit corporation statute and a condo statute. The NH condo statute says the Board has to provide a purpose for the Special Assessment. If this is a condo association, what purpose do you propose this board provide?

ElleN (Idaho)
Posts: 1,392

Posted:

RobO, is this a condominium? Or a subdivision of single family homes where the HOA is responsible for front yards and driveways?

RobO wrote:

Running with just 2 members is not functional.

Why not? I have seen two member boards work just fine. My favorite HOA attorney said judges resist appointing a receiver when even one owner is willing to be on the board. The courts like to keep HOAs in the hands of owners. If owners do not like that only one owner is on the board, they are free to step up and serve. If owners do not step up, and with one owner willing to serve, and if no one complains, great. The only caveats are possible wording in the Bylaws and Articles of Incorporation. Can you quote exactly what the Bylaws and Articles of Incorporation say about the number of board members and quorum?

The NH Condo Act requires are least three board members.

RobO (New Hampshire)
Posts: 10

Posted:

This is not a condo. It is a non-profit organization, a subdivision of homes, surrounded by common land, where the Association provides lawn care and mowing, irrigation, snow removal, and street lighting.

The By-Laws states that there shall be 5 members on the board. Board voting is by majority vote. Thus, 3 members can represent a board majority. An attorney we chatted with suggested that with only 2 members on the board you cannot represent a quorum and cannot legally conduct association business.

I may have to hang on for another year, against my desires.

ElleN (Idaho)
Posts: 1,392

Posted:

What do the bylaws say about quorum and the number of votes needed to pass a motion?

I see nothing about quorum in NH's nonprofit corporation act.

MikeH24 (California)
Posts: 26

Posted:

Quote:

Posted By ElleN on 08/23/2026, 2:25 PM

MikeyH24 posted:

When the Board presents the annual budget, do you think it should lie about operating expenses, reserve funding or both?
Or should the Board not present an annual budget, even if the Bylaws and state law require a budget?

No need to lie. If there are no operational expenses to add to the budget, maximize the reserves contribution to get to as close to 100% reserves funding as possible.

If it is the case that a purpose must be stated for a discretionary special assessment, then that purpose would be better funding of the reserves.

Hope that helped! :)

MikeH24 (California)
Posts: 26

Posted:

Quote:

Posted By ElleN on 08/23/2026, 2:35 PM

Why not? I have seen two member boards work just fine. My favorite HOA attorney said judges resist appointing a receiver when even one owner is willing to be on the board. The courts like to keep HOAs in the hands of owners. If owners do not like that only one owner is on the board, they are free to step up and serve.

According to one interview I heard with a person who has served as receiver, lack of quorum is a common reason for HOAs to go into receivership. This article...

https://echo-ca.org/receivership-what-happens-when-association-fails/

...would seem to back that up.

RobO (New Hampshire)
Posts: 10

Posted:

"Why not? I have seen two member boards work just fine."

Two members could realistically handle the workload. However, they would not represent a board quorum and technically would be operating in violation of the HOA By-Laws. I would like to amend the By-Laws to change to a 3-person Board. This would allow a 2-member board to exist as a quorum.

The problem with this is that it enables the ongoing apathy and lack of volunteering from homeowners. It allows the HOA to continue without any contribution.

ElleN (Idaho)
Posts: 1,392

Posted:

No need to lie.

a.k.a. commit corporate fraud and face litigation or possibly criminal prosecution.

If there are no operational expenses to add to the budget, maximize the reserves contribution to get to as close to 100% reserves funding as possible.

Assuming there is a reserve study, this will work (as a strategy to support the threat of increasing the assessment or imposing a special assessment, all to get people to serve on the board).

According to one interview I heard with a person who has served as receiver, lack of quorum is a common reason for HOAs to go into receivership. This article...

https://echo-ca.org/receivership-what-happens-when-association-fails/

...would seem to back that up.

I think the article indicates otherwise. This excerpt from the article is the most you have on which to hang your hat:

"there is an immediate threat of injury, damage or destruction to property and to property values of the residences within the community association. This can happen when there is a deadlock on the board that prevents decisions about critical health and safety repairs."

I do not see that the OP's Board is anywhere close to this.

ElleN (Idaho)
Posts: 1,392

Posted:

Two members could realistically handle the workload. However, they would not represent a board quorum and technically would be operating in violation of the HOA By-Laws.

I cannot agree to the above until I see the exact wording in the bylaws and also what the articles of incorporation say.

A HOA's Articles often say something about the number of directors.

Note: In New Hampshire, the "articles of incorporation" are known as the "articles of agreement."

Remember that,when a genuine legal conflict of interest exists between the the articles of incorporation and the bylaws, the articles of incorporation control.

I would like to amend the By-Laws to change to a 3-person Board. This would allow a 2-member board to exist as a quorum.

Amendment is a good idea.

Be advised that there may be a shortcut to amending. From the NH nonprofit corp statute:

"The power to alter, amend or repeal the bylaws or to adopt new bylaws, subject to repeal or change by a 2/3 majority action of the shareholders or holders of membership certificates, shall be vested in the board of directors unless reserved to the shareholders or holders of membership certificates by the articles of agreement. "

The problem with this is that it enables the ongoing apathy and lack of volunteering from homeowners. It allows the HOA to continue without any contribution.

Apathy is common at HOAs. Nationwide fighting apathy (towards HOA board service) is difficult. The topic comes up at this forum a lot.

The Board can certainly try the threat of either increasing the assessment or a special assessment to get reserve funding to 100% (if a reserve study exists and supports the assertion that the reserves are underfunded). Or the board can threaten receivership. Though in the case of this potentially two-director board, I think a judge would never grant an application for receivership.

I would also keep in mind that if the Board has been operating for many years with only three (or even just two) directors, and no one has objected, this "course of conduct" can be argued as a de facto amendment to the bylaws, enforceable in a court.

RobO (New Hampshire)
Posts: 10

Posted:

The board has in the past been operating at a full 5-members. This was mostly due to the same group of original homeowners volunteering. The past 3 years have seen board fallout, as original volunteers aging out.

I have not seen any Articles of Agreement, if it exists.

RobO (New Hampshire)
Posts: 10

Posted:

... Articles of Incorporation

ElleN (Idaho)
Posts: 1,392

Posted:

If your HOA is incorporated, then the law requires that article of agreement be on file with the New Hampshire Secretary of State. Use this site to confirm (or deny) that your HOA is incorporated:

https://quickstart.sos.nh.gov/online/BusinessInquire

Then contact the Secretary of State's staff and ask how you can get a copy of the Articles of Agreement.

Regarding the number of directors falling below what you say the bylaws require:

I hear you that a bylaw violation is likely in place.

To enforce bylaws, court is an option. How would a court handle this? I could see an exchange going like this in a courtroom:

Owner X:

Your honor, the Bylaws require five directors. I want the court to force owners to serve.

HOA attorney:

Your Honor, no one else will serve. I do not believe the law can require an owner to be on the board against his or her will. The HOA's governing documents are clear that board service is a volunteer duty.

Judge:

I agree. Owner X, my hands are tied. But what about you? Will you serve on the board?

Owner X:

Your honor I am too busy with family and work to serve on the board.

Judge:

[The judge nods in acknowledgment. Then the judge wonders about receivership.]

I understand. But let me ask: Is there imminent harm to the HOA by having only three (or even two) directors? I know the Bylaws are being violated, but I also want to do what is best for the HOA. Sometimes a court can ignore bylaw violations. It just depends.

Owner X:

I think ___ and ___ represent imminent harm.

HOA attorney:

Your honor, the current board of three (or two) is addressing these issues, as evidenced by these receipts for payment for [such-and-such] services and these board minutes.

Judge:

Owner X, I just want to make sure you understand a few things. First, receivership is highly expensive. Are you okay with paying more in monthly dues so that a receiver runs the HOA?

If so, then second, I want to know whether you believe one head (a receiver's) is really better than the two or three heads currently serving as directors.

The judge rules on whether this alleged imminent harm justifies going into receivership.

So far I personally do not think there is enough evidence of imminent harm to justify a court appointment of a receiver.

In my experience the courts very much prefer people work out their own problems, if at all possible. Sometimes it is not. But here, and so far, I think the HOA is better off with only two directors compared to having a receiver, even if this is a violation of the bylaws.

I hear your frustration. I am working with another organization that relies exclusively on volunteers from its roughly 150-person membership. This organization is s under the umbrella of a nonprofit corporation. Maybe 10 percent of the membership does the work. It is a massive, thankless amount of work. The members become acclimated to others doing all the work for them.

What I have learned over decades is to never expect people to step up. Still I often explain to members that if they have complaints, they should step up and volunteer for such-and-such role. They do not. It says a lot about human nature (or maybe people's values) today. It is a greedy world. My hat is off to all of you serving on HOA/COA Boards.

RobO (New Hampshire)
Posts: 10

Posted:

Ellen,

Thanks so much. I will do some digging.

JeffT2 (Iowa)
Posts: 897

Posted:

Regarding the board structure, if necessary, the two remaining directors can appoint you to the board so that it can meet with a quorum and vote. You could then resign, and this process can be repeated as needed.

I have a few questions about how your board operates:

1. What exactly does your board do?

2. Is it possible to pay someone, such as a board member or an outside person, to take on specific projects?

RobO (New Hampshire)
Posts: 10

Posted:

We do have a property manager contracted. Of course we have to manage them. The board has overall responsibility for “running the ship”.

MikeH24 (California)
Posts: 26

Posted:

Quote:

Posted By ElleN on 08/24/2026, 6:42 AM

I think the article indicates otherwise. This excerpt from the article is the most you have on which to hang your hat:
"there is an immediate threat of injury, damage or destruction to property and to property values of the residences within the community association. This can happen when there is a deadlock on the board that prevents decisions about critical health and safety repairs."
I do not see that the OP's Board is anywhere close to this.

Gonna have to respectfully disagree. Further down in the article:

Different events can trigger a motion to appoint a receiver.
Some reasons include member apathy or fear of personal liability (no one will step forward to serve on the board),

MikeH24 (California)
Posts: 26

Posted:

Quote:

Posted By MikeH24 on 08/23/2026, 7:17 PM

--------------------------------------
Quoted Post:
Posted By ElleN on 08/23/2026

, 2:35 PM

Why not? I have seen two member boards work just fine. My favorite HOA attorney said judges resist appointing a receiver when even one owner is willing to be on the board. The courts like to keep HOAs in the hands of owners. If owners do not like that only one owner is on the board, they are free to step up and serve.
--------------------------------------

According to one interview I heard with a person who has served as receiver, lack of quorum is a common reason for HOAs to go into receivership.

The interview was on the podcast "HOA - It's A True Story", EPISODE #90: Receiverships in HOAs .

https://podcasts.apple.com/us/podcast/episode-90-receiverships-in-hoas/id1534222160?i=1000580080316

ElleN (Idaho)
Posts: 1,392

Posted:

MikeH24, suppose a board has only two directors. Suppose this violates the bylaws pertaining to both the number of directors and quorum. Suppose as well that the HOA's bills are being paid; the HOA's grounds are being maintained; and no disagreements over major projects exist. Would you rather have a receiver (instead of the two directors)?

Under these circumstances, how is having a receiver (who is not an owner and does not live on the grounds) better than two volunteer directors (who are owners and do live on the grounds)?

RobO (New Hampshire)
Posts: 10

Posted:

Absolutely not.

But, is it optional?

I suppose we could keep running while in violation of the bylaws if there are no consequences. If that’s acceptable why even have it as a specification in the by laws at all?

That is a rhetorical question.

ElleN (Idaho)
Posts: 1,392

Posted:

Playing this (only two directors on this HOA's board) out further is worthwhile IMO.

If a director there wanted to light a fire under other owners to step up and serve, the owner could contact the insurer and innocently ask: "We can only get two people to serve on the board. Will we still be covered?"

I figure there is a good chance the insurer will say "You better get the required number of directors on the board, or else."

Take the insurer's response to the membership.

Let's go further and consider a bad decision by the two directors.

Suppose the two directors decide to do XYZ to the common area. The bylaws, Declaration and statutes permit XYZ. Still the XYZ ends up maiming a child. Will the insurer agree to represent the HOA, given that the HOA lacked the required number of directors and quorum?

Or does it even matter, since a receiver could make a similar blunder?

Besides insurers always look for breaches of their contract with a client to get out of paying a claim.

Could an owner successfully sue the HOA and the two board directors individually for any loss he/she suffered, claiming they were in violation of the bylaws by not having quorum yada, with the results the owner suffered some harm? The owner could try.

Regarding why bylaws (or Articles of Incorporation or both) and statutes even specify a minimum or exact number of directors: I think it's about corporate "checks and balances" and so protection of shareholder-owners.

Homeowners' associations with all their amateur, unpaid directors, are messy. But overall I think cities and states feel HOAs do more good than bad. That's why these days statutes and or city ordinances typically require HOAs/COAs for new construction residential communities.

Don't get me wrong. Competent HOA attorneys will always say it is best to have all seats on the board filled. The attorneys are right. But reality gets in the way. When reality bites too hard, and per my favorite HOA attorney, there is always the "We are doing the best we can" defense.

RobO (New Hampshire)
Posts: 10

Posted:

Thank you for the inciteful reply. I think we may have to go on with two members while still pushing for volunteers. Your mention of insurance coverage is interesting. Are we still covered if we are operating while in violation of the ByLaws??

If that is an issue, that could be a very potent tool for encouraging volunteers.

BTW, I was successful in finding a copy of the original Articles of Agreement for the HOA. Unfortunately, there is no mention of the board membership in the document.

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