What to do about too many vacancies?

I'm presently the VP of a 4 member HOA board in a small 10 unit complex in Dallas, TX. We've just had 2 members step down (the President and the Secretary), citing lack of time to be involved in board issues. This leaves me and our Treasurer. Our bylaws state that, in case of vacancy, the remaining members can elect replacements even without quorum, but there appears to be no interest from the other 6 owners. Is it okay to turn to people outside of the community to fill these vacancies, such as tenants or friends? Do we compensate them, if so? Can we legally continue to operate without these members if nobody steps up? Additionally, does this change my role as VP? Am I now the President? Does this make the Treasurer the VP? It would seem strange to elect an outsider to these roles.

Yes, you are now the president. Most of the answers to your questions can be found in your documents. Sometimes, one board member can hold two offices, check your documents. Maybe you should amend to allow only three board members (from four), this will help with the lack of volunteers and eliminate the possibility of a tie when a motion is made.

Board members are volunteer positions so payment cannot be made. Your documents should let you know if members of the board are required to live in or own the homes. You could look into hiring a management company if time seems to be an issue in finding volunteers. The additional cost may encourage someone to step up to the plate.

Marc:

You really need to check your bylaws because you have a number of issues that need to be addressed. Such as, is there a quorum required for the board to vote on issues and is that more than 2?

yes you are the president, and you also need to check your documents for non-members becoming board members. Our documents allow non-members of the association to be board members. If you can and elect to go that route I wouldn't compensate them. I would also look at reducing the number of board positions to 3, 4 seems like a lot for only a 10 unit complex.

MarcW,

Yes, 2 out of 3 is 66%, and 2 out of 3 ain't bad as they say. In my HOA/COA Pres. and VP can't hold any office but Pres. and VP. Treas, can be secretary, and vice versa. Is there anything in your by-laws that says how many offices you are supposed to have on your board? If you are to have office of Pres. VP, Treas. and Secretary and only 3 board members than it seems to me you can indeed turn to outsiders to fill the officer positions. However, and I'm only playing devil's advocate, do you want non-residents deciding matters for residents? If anything I'd hire a management company, make their duties handle the secretarial and treasurer aspects and have the Pres. and or VP. with powers of final approval of check signing, budget allocation, and investments replacement and repairs. That is until you find a third board member that may handle the treasurer aspects.

Best of success,
GeraldT1
NNJ