No volunteers for the Board

What are the procedures when no one wants to serve on the Board of Directors or the ARC?

Hi Stan,

We still run into that problem with both of our HOAs (condo and Master). Actually, we have had 2 problems – lack of interest in serving on the Board, and, lack of turnout at elections (not meeting a quorum). To solve both problems – prior to the election, the property manager sent out a letter to all of the HOs warning them of the dire consequences if a quorum was not met and there was no one on the board. In IL a judge rules that the State takes over and the assessments go way up. The money part gets people’s attention.

Good luck!
Bonnie

Kirk,
Florida has an "out" for associations that end up without anyone wanting to step up to do the right thing and that is continuation of the association. As an alternative to dissolution which is much more difficult to achieve.

I'm posting it so it can be looked at as an alternative solution to dissolution.

720.3053 Failure to fill vacancies on board of directors sufficient to constitute a quorum; appointment of receiver upon petition of member.--

(1) If an association fails to fill vacancies on the board of directors sufficient to constitute a quorum in accordance with the bylaws, any member may give notice of the member's intent to apply to the circuit court within whose jurisdiction the association lies for the appointment of a receiver to manage the affairs of the association. The form of the notice shall be as follows:

(2) The notice required by subsection (1) must be provided by the member to the association by certified mail or personal delivery, must be posted in a conspicuous place within the homeowners' association, and must be provided to every member of the association by certified mail or personal delivery. The notice must be posted and mailed or delivered at least 30 days prior to the filing of a petition seeking receivership. Notice by mail to a member shall be sent to the address used by the county property appraiser for notice to the member.

(3) If the association fails to fill the vacancies within 30 days after the notice required by subsection (1) is posted and mailed or delivered, the member may proceed with the petition.

(4) If a receiver is appointed, all members shall be given written notice of such appointment as provided in s. 720.313.

(5) The association shall be responsible for the salary of the receiver, court costs, and attorney's fees. The receiver shall have all powers and duties of a duly constituted board of directors and shall serve until the association fills vacancies on the board sufficient to constitute a quorum and the court relieves the receiver of the appointment.

People always say, "Well, just dissolve the assn"; but like George says, "It may be something that works for some associations." My former assn in Glendale, AZ has an article in the CCRs which says the assn cannot terminate maint of the common areas w/o the approval of the City of Glendale. I know all assn in Glendale do not have that provision, as my current one does not. However, I also know for a fact the City will NOT take over maint of the common areas; thereby making it impossible to terminate the assn.

The AZ Nonprofit Corp Act, which all HOAs are subject to, has a statute which would apply to the dilemna of no candidates to fill expired terms.

ARS 10-3805. E. Despite the expiration of a director's term, a director shall continue to hold office until the director's successor is elected, designated or appointed and qualifies, until the director's resignation or removal or until there is a decrease in the number of directos." Most directors are not going to resign or decide not to run for re-election if they know no one is willing to step up to the plate. This is how we get boards entrenched with directors who've been there forever! In many instances I think you'll find no one else was willing to run.

When there are common areas and/or amenities to maintain, I don't think Kirk's alternative would work. And, if there are no common areas or amenities, what is the need for an HOA? In this case dissolution shouldn't be a problem whatsoever.

Stan,
This is not the States fault and not their problem either. It is all of your members with their apathy, let the other guy do it attitude. 720 is far ahead of many other States in giving us guidelines that are fairly far reaching. Every year they add more but if the base for which these are written--the owners themselves fail to use them in how they were intended, then the State will not,and should not interfere with individuals who could care less.

I have such praise for a guy like you who have given up 4 years of your time and energy to help run your association. It is tireing and sometimes frustrating to be in the boat all by yourself. Being a small association, there should be residents who are more interacted with each other. Where are they all now when you need them? You have to get a friend or 2 to step up to help you.

Interesting predicament!

We had a similar situation, and I announced the HOA could no longer make any decisions outside of the already contracted services, since there would never be a majority to vote (With two board members). However once the contracts expired, nothing would be accomplished; no lawn mowing, garbage pickup, or snow removal, or we hold our normally annual membership meetings every month needing a quorum, in lieu of a board.

No one wants to live in a situation like that. Finally, two people volunteered and we could at least vote a majority on decisions.

I stand behind my suggesting of putting the thing to sleep. If you are simply mowing the yard so to speak, then a single BOD meeting a year will suffice. Even short of that, call the meeting via teleconference and adjourn.

It would seem you only need to make sure the landscape contract (if any) is taken care of. If owners are paying and nobody wants to do anything you are set. Take the money, pay the landscaper.

If you have a pool, then get owners involved by locking the gates until they scream. So what if they demand your action? Tell them they will get it when they replace you.

Hi again,

In response to a number of suggestions by others….I recommend careful reading of your governing docs and state laws as to which may be done.

In our case, we have 3 HOAs; 2 of which I am a member of. Allowing any of our HOAs to dissolve would not work in our situation given our particular circumstances (and, I have not checked the legal aspects).

IL law and our Declaration allows the Board of Directors to be compensated (they are not at this time). But, we have not pursued that as we are trying to keep our costs down.

Our PM already does as much as able re running the HOAs.

As to reducing the number of Board meetings, we are required by law and our Declaration to a minimum of 4 meetings per year.

Reducing number of Directors may be an option. Amending your Declaration/By-Laws will incur a cost (as I said, our Board is trying to keep expenses down).

I agree with thinking outside the box and will be interested in “hearing” other innovative ideas.

I have read in other posts that Boards should try to get HOs involved via newsletters, holding gatherings, forming committees and recruiting HOs to participate – I think these are good ideas – when HOs are involved, they will be more likely to attend meetings and run for the Board. In our case, a majority of the Board disagrees with doing this.

I am looking forward to hearing other ideas,
Bonnie

Hey, careful there! You're talking about me. . .

DonnaS,
The State will get involved by appointing another HOA over us or hiring a project manager which we will have to pay at an increased rate. Why can't people just do away with their HOA if they choose? Could it be that the State doesn't want the HOAs to have that choice because of the revenues generated into the State coffers?

Well,
I just finished reading this whole thread, and have to say some new stuff was mentioned that bears discussion and not doubt this is a common problem. Thing is, not everything works for everyone, and certainly not all the time. I think in the long run the only thing thing that keeps the lid on this whole mess is the dedication of a few individuals such as those posting on this site. That's the glue folks and we need more people like you all. I'm very serious, these associations wax and wan about how many people get involved, but shining through the picture is always a couple or three people that hold it together, through thick and thin. So, therefore, if you have a five man board and you can get two BOD members and a couple of full time residents, you get 90% of the stuff done. To run one of these "nut houses", you don't need fify%, so actually the majority means little, you need all the help you can get and pray you get lucky, and someone don't take all your money, and a couple folks can hold it together till the pendulum swings a little your way and someone taps you on the shoulder and says, "I want to volunteer."

Stan,

"Could it be that the State doesn't want the HOAs to have that choice because of the revenues generated into the State coffers?"

I'm not sure what funds you mean here, Stan but the only funds that the State gets from HOAs is the annual renewal of their Not For Profit status. $25.00 per year certainly does not add much to the State coffers.

And you will need to give me a real accurate example of the State appointing another HOA to run someone elses association.

In Hoosierland the Commercial Code permits emergency bylaws. I would suspect that an emergency would include a situation in which board members have resigned:

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IC 23-17-3-9
Emergency bylaws; effect
Sec. 9. (a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency under subsection (d). Emergency bylaws may make all provisions necessary for managing the corporation during an emergency, including the following:
(1) Procedures for calling a meeting of the board of directors.
(2) Quorum requirements for the meeting.
(3) Designation of additional or substitute directors.
(b) Provisions of regular bylaws consistent with emergency bylaws remain effective during the emergency. Emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws:
(1) binds the corporation; and
(2) may not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if an extraordinary event prevents a quorum of a corporation's directors from assembling in time to deal with the business for which the meeting has been or is to be called.

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Donna,

I disagree. There is an extraordinary circumstance that prevents a quorum of the the board from meeting, which is that there is no board!

Our bylaws allow the board to appoint someone to an empty seat. That's rather handy, as there have been times when the annual elections do not receive enough ballots to meet the minimum election requirements, and the election is thus void. So we use this power to appoint to put someone in an empty seat, often it's the only person named on the ballot anyway, and no one else is around to run against that person.

Of the problem of not having anyone willing, the board I'm on asks people if they'd like to join if they seem competent when they come in to ask for approval for something or to complain about something.That's how I and pretty much all of our current board members got into things, and were appointed when people accept our invitations. I myself have never been elected in my 6 or so years, I've only been appointed to fill empty seats or because of void elections. Others were appointed initially and been elected for renewal/continuation (or whatever the right term for that is) later on.

Any time someone comes to talk to your board, if they seem like a professional person, ask if they'd like to be involved. Particularly if they're someone questioning why there is an HOA, what their money goes to, what do they get out of their fee, etc. they may be more willing to sign on. Not everyone will agree, but that's how we got nearly all of our current board here, so it does help.

Here I go again . . .

Small Board, many committees.
Committee members "feed" into the board.

When I hear the comment that "no one wants to serve on the board" it's usually because that board has isolated itself from the membership so much that no one knows what's going on and a "them" vs. "us" mentality rules.

Wow! I just read an interesting article on the costly litigation that arose out of a seemingly simple term like the word "event."

In my tiny worldview, I would interpret it here as meaning an actual discreet and physical occurrence of something, like a fire, or an earthquake, or something similar. Not a sort of state of being (or not being, in this case), like having no volunteers or board members, with no singular, common direct "cause." Them not having a board, to me, is more a set of circumstances than an emergency "event."

It would be interesting to see how that interpretation varies among us.

(Note: in the article I read, actually it's a book entitled "The Stuff of Thought," the interpretation of the meaning of the word "event" meant a difference $3.5 billion to Larry Silverstone, leaseholder of the World Trade Center site.

His insurance policies stipulated a maximum reimbursement of $3.5 billion for each destructive "event."

His lawyers defined "event" in physical terms, so that two collapses, occurring at separate times (I think they were several minutes apart), constituted two separate "events," they claim amounting to $7 billion.

The insurance company's lawyers defined that specific "event" in a broader more mental term, meaning the entire "plot," encompassing all the various discreet things that happened that day - a single chain of military and political occurrences and their aftermath that we combine into one, singular "event." Thus they claim he is only entitled to $3.5 billion.

Before anyone asks, I have no idea what the final judgment was. I haven't finished the book yet and I haven't googled it, either!

Just an interesting semantics tidbit for a Saturday morning. . . )