When a board member leaves their position vacant, what should the rest of the board do? Is there a way to install an interim HOA board member?
What Is an Interim HOA Board?
It is hard to pin down a single definition of an interim HOA board. On one hand, it makes sense to say that all boards are interim because members only hold office for a fixed term (typically one year). But, it could also point to a board member with a specific position assuming the role of another while the latter is away. For instance, if the board secretary leaves for a month-long vacation, the board could reorganize and assign someone else to act as an interim secretary during their absence.
Perhaps the most common interpretation of an interim HOA board, though, is one that requires the temporary fulfillment of a position until it can be filled permanently. A vacancy on the board can happen to any HOA for any number of reasons. Whether or not the rest of the board should act on it is the question.
Should Vacant Positions Be Filled?
When there are vacancies on the HOA board, should the rest of the members act on it? It depends on what state laws and your governing documents say. For example, in Florida, Section 718.112(2)(d)9 of its statutes allows the remaining board members to appoint someone to fill a vacancy on the board even if they don’t reach a quorum unless an association’s bylaws say otherwise. Similar provisions exist in California’s statutes.
Your HOA board should also refer to your association’s governing documents for guidance. More often than not, your election procedures and protocols for vacancies will be outlined within your bylaws. If your governing documents say nothing about the issue, then perhaps it is time to amend them. This will help you clarify the matter. Keep in mind that amending documents will usually require approval from the membership.
How to Fill Vacancies on the HOA Board
If your board has a vacancy, can you simply appoint someone from the board or membership to fill that spot? Or, is an election necessary? Again, the answer depends on your state laws and governing documents.
For instance, in California, there are different methods you can use to fill a vacancy. It can also depend on how or why your board has an opening in the first place.
Vacancy by Resignation
According to Corp. Code Section 7224(a), if a vacancy opened as a result of a previous board member resigning, the board can fill the vacancy through a majority vote after establishing a quorum. But, if the board can’t achieve a quorum, the board can fill the vacancy through:
- Unanimous written consent;
- A majority vote by the board at a noticed meeting; or,
- By the sole remaining director.
In this case, the resigning director can cast a vote as well, provided the selection occurs prior to the director’s effective date of resignation. If the board fails to appoint someone, though, the membership can take action by filing a petition to jumpstart the election process.
Vacancy by Removal
Sometimes, a board member will not leave their position voluntarily but by force. When a director is removed, California law dictates that such a vacancy may only be filled by approval from the membership unless the association’s bylaws say otherwise.
It is important to familiarize yourself with your own state laws and governing documents. These provisions may apply to homeowners associations in California but not necessarily to yours.
When State Laws and Governing Documents Are Silent
You may run into a problem with an interim HOA board if your state laws and governing documents say nothing about the matter. In this case, it can be difficult to know how to proceed.
Experts agree, though, that filling the vacancies is still the best course of action. If a seven-person HOA board, for instance, drops down to a three-person board, it may be impossible to carry out the day-to-day operations of the association. In this case, it is a good idea to appoint people to act as interim HOA board members. If the situation is not as extreme — say, a seven-person board with only a single director missing — then a board member could volunteer to fill the role until the next election.
Speaking of the next election, your board should also take this into account. If your HOA is only a couple of months away from your next election, then there may not be that many things left to do. You might be able to fulfill your duties even with an understaffed board. But, if your next election is still further away, then there is a good chance your board will feel overwhelmed with the amount of work left.
Beyond that, you should consider how homeowners will feel about the decision. Homeowners might feel like your board is skipping some steps or acting out of authority. If filling the vacancy will cause an uproar among members, then you may be better off leaving it open.
It is worth revisiting your governing documents and proposing amendments to resolve the issue of an interim HOA board. This way, you can clearly set the procedures and avoid any disputes down the line.
What HOA Boards Should Do
There is always some confusion when it comes to an interim HOA board — specifically how it is defined and what the protocols are for filling vacancies. Board members find it even more perplexing because there are so many variables associated with the issue. As always, it is best to check your state laws and governing documents before making any decisions. Your board can also benefit from consulting an HOA attorney to shed some light on the matter.
Running an entire community association is often more difficult than it seems. When you have to navigate through countless provisions and requirements, it is easy to feel overwhelmed. If that sounds all too familiar to you, then perhaps it is time to hire an HOA management company. For that, Elite Management Services is the best option. Call us today at (855) 238-8488 or contact us online to learn more about how we can help you.
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