An HOA board vacancy can create decision-making problems for an association by destroying a quorum. A few methods can fill a vacancy, but the remaining directors must follow legal requirements. It is also imperative to choose the right person to assume the role.
What is an HOA Board Vacancy?
An HOA board vacancy is an open seat on an association’s board of directors.
In general, fellow homeowners elect board members. They are elected once a year at the annual membership meeting. Depending on state laws and the governing documents, an HOA board typically consists of three to seven seats. When one of these seats isn’t filled, a vacancy occurs.
How Does an HOA Board Vacancy Happen?
An HOA board vacancy can happen for several reasons, but it generally occurs when a board member resigns, is removed, or no one is willing to run for a seat.
Let’s discuss these below.
Board Member Resignation
Board members can usually resign at any time by submitting written notice. Some appoint a replacement before the resigning director officially leaves to ensure continuity. That said, abrupt resignations can result in a vacancy.
There are many reasons why a director would want to resign, including but not limited to:
- Relocation
- Time constraints
- Burnout or fatigue
- Personal disputes
- Conflicts of interest
- General lack of support
Board Member Removal
Board members may be removed from their position. Removal usually happens at a special meeting, but it can also occur at a regular board meeting if it’s on the agenda. Removing a director creates a vacancy on the board.
While associations typically don’t need grounds to remove a director, common reasons include:
- Breach of fiduciary duty
- Violations of the governing documents
- Criminal offenses
- Financial misconduct
- Abuse of power
- Aggressive or hostile behavior
- Loss of qualifications
No Volunteer Homeowners
Board seats need volunteers to fill them. When homeowners aren’t willing to join the board and serve the community, vacancies can occur.
Many associations have trouble recruiting or attracting volunteers. It usually stems from general disinterest, a lack of qualified candidates, or poor engagement. This can lead to the same group of people running for office year after year, which can, in turn, cause burnout and subsequent resignations.
Should an HOA Board Vacancy Be Immediately Filled?
An open seat doesn’t automatically spell disaster, but it can create decision-making problems if it causes an insufficient quorum or leads to constant tie votes.
The remaining board members must consult state laws and their governing documents for guidance on handling vacancies. That said, if a vacancy prevents a board from reaching a quorum, filling the position should become top priority. An HOA can’t function without board decisions, and those decisions require a quorum.
Even if a vacancy doesn’t affect quorum, the remaining directors may still want to prioritize filling the open seat. A complete board means more members to share the workload. Plus, it adds another viewpoint to discussions and decision-making.
How to Fill an HOA Board Position Vacancy
In general, an association can fill an HOA board vacancy by holding a special election, appointing a replacement, or waiting until the next regular election.
Let’s discuss these below.
1. Special Election
Depending on state laws and the governing documents, an HOA may schedule a special election to fill the open seat. This election works much like a regular election, with nominations and voting. Typically, the elected replacement serves out the remainder of the term.
2. Appointment
If state laws and the governing documents permit, the remaining directors may vote to appoint a replacement to serve out the remainder of the term. The appointed director then serves out the remainder of the term until the next election.
In Virginia, corporation laws allow board appointments when there’s a vacancy (Section 13.1-862). Similar corporation laws exist in Maryland (Section 2-407) and Washington, DC (Section 29-406.10).
3. Regular Election
If no law requires filling the vacancy, an association may wait until the regularly scheduled election. Some communities choose this if little time remains between the resignation or removal and the next election.
Top Considerations When Filling HOA Board Vacancies
When choosing someone to fill a vacancy, consider their qualifications and willingness to serve. Let’s discuss these below.
Board Qualifications
The replacement director must meet the qualifications for a board member as outlined in state law and the governing documents. While these qualifications can vary, they usually require a director to be in good standing, meaning no unpaid dues, pending violations, or ongoing legal issues with the HOA. Some communities also prohibit those with a felony conviction from serving, as it can impede the association’s ability to secure fidelity insurance.
Willing to Serve
Board members must be driven to do what’s best for the community. It’s part of their fiduciary duty to make choices that are in the association’s best interests. If a director doesn’t have the heart to serve, they may end up resigning anyway.
A relevant work or educational background is a plus, but a willingness to serve is crucial. Replacement directors can train and learn the skills needed for the job. Commitment is much harder to teach.
Can Homeowners Petition for a Receiver?
In general, homeowners can petition the court for receivership if the board fails to do its job, resigns en masse, or can’t fill a vacancy needed to reach a quorum.
Still, it depends on state laws and the governing documents. In Maryland (Section 11B-111.5), for instance, three or more owners can petition for a court-appointed receiver if:
- The vacancies result in an inadequate board quorum, and
- The HOA fails to fill the open seats as required by the bylaws.
Of course, homeowners should take receivership lightly. It’s often more expensive, as the association must cover the receiver’s salary, plus any court and attorney fees. Moreover, a receiver gives homeowners little to no control over the association’s operations.
For these reasons, owners must consider receivership as a last resort.
In the End
An HOA board vacancy can create roadblocks when it interferes with quorum requirements. The remaining directors can fill the open seat through appointment or an election. That said, when choosing a replacement, it’s important to find the right person for the job.
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 share your management needs.
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