When there is an HOA board tie vote, operations tend to stall. Board members must find a way to resolve the tie and proceed with business. While the association’s governing documents can provide specific guidance, understanding the basic procedures and causes of a tie vote can help the board avoid it altogether.
What is an HOA Board Tie Vote?
An HOA board tie vote is when the board is evenly split in a decision. For example, in a four-member board, a tie vote would be 2-2. In general, a tie means the motion doesn’t receive the majority needed to pass.
Board members must consult their CC&Rs and bylaws when a tie occurs. Most governing documents address such outcomes and provide clear procedures for the next steps.
How Does an HOA Board Tie Vote Happen?
A tie vote doesn’t just spring out of nowhere. There are some situations that can cause a tie. The most common ones include:
- The board has an even number of directors
- A director is absent
- A director recuses themselves because of a conflict of interest
- Directors have strongly divided opinions
- A vacancy reduces the number of serving directors
Most bylaws require an odd number of directors to avoid tie votes. Still, even then, ties can still happen because of absences, vacancies, and recusals.
What Happens When There is an HOA Board Tie?
When a vote ends in a tie, the first step is to verify the vote count. There could have been a mistake in counting the votes or duplicate votes. If an HOA has five board members, the total number of votes should only equal five.
The next step is to review the association’s governing documents. The CC&Rs and bylaws, in particular, may specify what the board can do in the event of a tie. Voting thresholds can also apply here, so it’s important to determine them.
Of course, a tie doesn’t always mean that operations will stall. If a motion requires a majority and the vote is tied, then the motion simply fails. This is because the motion didn’t achieve its required majority. Yet, if there is no other alternative or another option doesn’t get enough support, the board may reach a deadlock.
From there, the HOA board should record the vote in the meeting minutes. Proper documentation can serve as a reference for follow-ups, future boards, and legal issues.
It is worth noting that a failed motion doesn’t necessarily prevent the board from considering the issue again later. Boards should educate owners on this to assure them that a failed motion doesn’t automatically mean closing the door on the matter forever.
How to Resolve an HOA Board Deadlock
An HOA board tie vote doesn’t always result in a deadlock. A deadlock occurs when the board fails to reach a decision on an issue, preventing it from making a decision. When the HOA board is deadlocked, here are the different strategies to help settle the vote.
1. Check the Governing Documents
First, board members should refer to the CC&Rs, bylaws, and articles of incorporation. They should look for provisions that specifically address tie votes, casting votes, quorums, and board voting requirements. This gives the HOA a good starting point in resolving the issue.
2. Determine if the President Has a Casting Vote
A casting vote is an additional deciding vote that comes into play when other votes are evenly split. This usually falls on the board president or chair.
It is important to understand that the president doesn’t automatically have two votes. State laws or the governing documents must clearly authorize it. Furthermore, a casting vote shouldn’t be used to override a voting requirement.
3. Revisit the Motion
If the motion fails on its first vote, the HOA board should consider revisiting it. Directors can discuss the issue again, clarify the motion, and consider if an amended proposal may be more favorable. Reaching a compromise, even if it’s not exactly the same as the original proposal, is often better than allowing a deadlock to continue.
4. Table the Matter for a Future Meeting
Sometimes, everyone just needs to clear their heads and come back to the issue another time. To do this, the board should postpone the decision and tackle it at a later meeting. This will give the directors enough time to gather new information, obtain bids, or consider alternatives.
Of course, repeatedly delaying critical decisions is not the answer. Perhaps postponing it once or twice can help, but repeated delays can result in a true deadlock, as they don’t resolve the issue.
5. Bring in a Neutral Third Party
If necessary, consider hiring a neutral third party to help facilitate the resolution of the issue. A mediator can assist directors in identifying the problem and finding common ground.
In extreme cases where the HOA can no longer function due to a deadlock, a receiver may be brought on. Of course, HOA receivership shouldn’t be the first option, as it entails costs and a loss of control.
6. Address the Cause of the Tie
If the tie stems from a vacancy or an absence, addressing the root cause can sometimes resolve the draw. Perhaps the remaining directors can appoint someone to fill the open seat or reschedule the meeting so that all directors are present.
7. Seek Legal Advice
When a stalemate involves legal compliance, contracts, safety issues, finances, or litigation, it’s best to seek counsel from an attorney. Similarly, an HOA management company typically has established procedures for settling tie votes.
Can the HOA President Break a Tie?
Whether or not the president can break a tie depends on state laws and the governing documents. Most states don’t address this, but many CC&Rs and bylaws do. If these documents are silent, it usually means the president doesn’t have a casting vote.
In an HOA where the president has tie-breaking authority, the president generally gets two votes: a regular vote and a casting vote. The regular vote carries the weight of their position as a director, whereas the casting vote settles evenly split decisions. The latter is also known as a deciding vote.
The HOA president shouldn’t simply declare themselves as the tie-breaker. This authority comes from state laws and the governing documents. Claiming to have casting vote power where there is none can overturn decisions, diminish the board’s credibility, and increase legal exposure.
Smooth Sailing
A tie vote on an HOA board is not uncommon. In fact, it happens more often than people think. Understanding what to do when there’s a tie and how to resolve the root cause is integral. Otherwise, ongoing ties can lead to a deadlock.
Majerle Management, Inc. provides management services to HOAs and condo associations in Maryland. Call us today at (301) 220-1850 or contact us online to start your journey!
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