Replacing Board Member

Started by SusanS9 • 3 replies • 3471 views

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SusanS9 (California)
Posts: 56

Posted:

If, in California, a board president resigns from a 5 member board, can the remaining 4 members select a new board member? If so, will the board then vote for a new slate of officers? What happens if there is an impasse, with 2 board members wanting to install one homeowner and the other 2 board members want a different homeowner? How would the tie be broken, or are there alternative ways to install a replacement board member? In any case, is the outgoing president allowed to vote on a replacement?

MicheleD (Kentucky)
Posts: 4,491

Posted:

First of all, what do your documents say in regards to replacing board members?

Most all have some sort of allowance for that.

Also, keep in mind that the president is an office of the board of directors.

MOST members of the board (all are "directors") are elected by the general membership (except in cases where there is a vacancy, and most by-laws allow the board to replace/appoint/elect an individual to that board vacancy).

BUT -- the OFFICER positions are often elected by the DIRECTORS on the board ONLY.

So if the PRESIDENT is resigning from the BOARD, then TWO vacancies have been created.

ONE is the vacancy to an officer position (in this case, president).

THE OTHER is the vacancy to the board (a director).

So the process would be for the board to select/elect/appoint a NEW MEMBER OF THE BOARD (director) to fill the board vacancy.

THEN the BOARD would elect a NEW PRESIDENT from among the now current board members.

There is NO guarantee that the new director will assume the president's role.

In most situations where I have seen this happen, the VICE PRESIDENT assumes the PRESIDENT office, the board members elect/select, jockey for position for vice president, THEN they board conducts a new board member search.

The out-going president has no voting ability once the resignation is accepted. S/he can provide advice or consult on a BOARD MEMBER replacement, and but that's about it.

If there are two residents now in nomination for the open board position (remember, NOT the office of president), then the board will open the election to the membership.

Chances are, however, that the board will end up working out a new member without hanging it up in a tie.

SusanW1 (Michigan)
Posts: 5,202

Posted:

Yes, you have a vacancy on the board AND the position of the president's duties need to be fulfilled.

The VP can assume the Pres's duties until the next general election gets you a full board.

The board may fill the vacancy by appointment, but probably does not HAVE to. (If you fear a tie vote about one candidate, then nominate more people and try to split the vote.)

The new appointee only serves until the next board election anyway.

GlenL (Ohio)
Posts: 5,491

Posted:

SusanS try this link to a California attorney well versed in HOA's and Davis - Stirling:http://www.davis-stirling.com/MainIndex/AppointmentofDirectors/tabid/1368/Default.aspx

Studies show that 5 out of 4 people have problems with fractions

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