When an HOA board vacancy arises, associations must know how to proceed. An open board seat doesn’t matter so much when elections are on the way, but many things can cause a director to leave their position mid-term. To avoid liability, remaining board members must understand the extent of their authority and what they can do to fill the vacancy.
What is an HOA Board Vacancy?
An HOA board vacancy happens when a director leaves their position before their term ends. It is not the same as an open board seat that is up for election. Additionally, a temporarily absent board member does not equate to a vacant seat. It merely means that a director may be unavailable for a short period before ultimately resuming their role.
When a vacancy occurs, remaining directors must turn to their bylaws. Most association bylaws address who can fill vacancies, how replacements are selected, and the length of replacement terms. The bylaws can also tackle eligibility requirements.
Common Reasons for an HOA Board Vacancy
Directors can give up their positions for any number of reasons. That said, the most common ones include:
- Resignation. This happens when a board member voluntarily steps down from their post. It usually involves a formal resignation letter.
- Death. When a board member unexpectedly passes away, it leaves a seat open.
- Removal. Sometimes, owners or fellow directors will vote to remove a board member, resulting in a vacant seat.
- Loss of Eligibility. While this doesn’t happen often, a director may become ineligible for their position midway through their term.
- Extended Absence. A temporary leave is understandable, but a prolonged absence may require a replacement.
- Failure to Fill Seats During an Election. Many associations have trouble recruiting volunteers to run for open board positions. When no one is nominated, it can lead to a vacant seat.
Why Filling an HOA Board Vacancy is Important
Every community relies on an HOA or condo board to run operations and ensure proper decision-making. When there are vacant seats, boards may have a hard time establishing a quorum, which is necessary for association business to continue. Without enough directors, decisions and actions can be delayed.
Additionally, a full roster of directors helps maintain diversity and allows for multiple viewpoints. It also keeps the level of expertise and continuity at its peak. Furthermore, when even a single director is missing, the rest of the board must take on added work.
State Laws on HOA Board Position Vacancy
Vacancy procedures are generally governed by the association’s bylaws. Board members should check the governing documents before anything else. That said, state laws may also play a role in the process.
Virginia
For Virginia condominiums, Section 55.1-1940 addresses board vacancies. According to this statute, unless the governing documents say otherwise, any board vacancy may be filled through a majority vote of the remaining board members.
If a quorum is impossible, the board may still proceed with the vote. The elected director will serve on the board until the next annual meeting.
Many associations are also governed by the Virginia Nonstock Corporation Act. According to Section 13.1-862, a vacancy may be filled either by the membership or by the board of directors. As with the previous statute, board members may still vote to fill the open seat even if there is no quorum, if a quorum isn’t possible.
Maryland
For Maryland associations, the General Corporation Law provides some guidance. Section 2-407 states that the remaining directors can fill board vacancies by appointing a replacement even without a quorum. This applies unless the bylaws say otherwise.
When the board appoints someone to fill a vacancy, that director typically serves until the next annual meeting of the members. At that meeting, the members can elect a successor, who then takes over the position.
That said, if a director is removed by the members, the members generally have the right to elect that director’s replacement. When a replacement is elected by the members following a removal, the new director serves the remainder of the removed director’s term.
Washington, DC
In Washington, DC, associations must follow their bylaws. If the bylaws are silent, Section 29–406.10 of the Nonprofit Corporation Act can guide vacancies. Under this statute, the remaining directors may fill the vacant seat through a majority vote even if they don’t constitute a quorum.
Methods for Filling HOA Board Positions
It is important to first check the governing documents and state laws to understand what’s allowed. That said, in general, there are two ways to fill an HOA board vacancy: appointment and election.
Appointment by the Remaining Board
The most common method to fill an open board seat is to appoint a replacement. This is usually done by the remaining board members through a majority vote. Since vacancies often result in quorum difficulties, the board does not usually have to constitute a quorum before the vote can proceed.
The process typically involves identifying qualified candidates, discussing if they are suitable for the job, and selecting one of them to serve the remainder of the term. Appointments are often faster and less costly than holding an election, plus they minimize disruptions to operations. For these reasons, it is the preferred method.
Election by the Membership
Some governing documents or statutes require that vacancies be filled by a vote of the membership. This usually happens if the seat was originally filled by election of the owners, or if the vacancy resulted from a director’s removal.
Associations may hold a special election to fill the vacancy immediately. Alternatively, they can wait until the next annual meeting. It ultimately depends on what the governing documents allow.
While elections can promote transparency and participation, they can be more time-consuming and expensive than board appointments.
How to Fill a Vacancy on the HOA Board
It is easy to grasp the idea of filling an open seat, but boards often struggle with practical application. Here is a step-by-step guide to filling an HOA board vacancy.
1. Act Promptly
Remaining directors must spring into action as soon as possible. It is best to avoid prolonged vacancies, as they can cause delays and increase the workload for the rest of the board.
2. Announce the Opening to Owners
Next, the board should ensure all owners know there is a vacancy. This encourages owners to volunteer and serve on the board while promoting transparency.
3. Establish a Candidate Review Process
From there, the board can evaluate each application according to consistent criteria. The remaining directors can also schedule interviews and ensure candidates meet the qualifications.
While eligibility requirements can vary, they often address ownership, residency, and good standing. Many communities also disallow tenants from serving on the board.
4. Document the Appointment
After the vote, the remaining board members must document the decision through a resolution. They must also record it in the meeting minutes before including these documents in the official records.
5. Provide Onboarding and Training
Once the new director assumes their role, the board should offer additional guidance. It is imperative to train them on the governing documents, their financial responsibilities, their fiduciary duties, and a code of ethics. This equips them with the right tools and knowledge for success.
What Happens if Nobody Volunteers?
Serving on the HOA board is often a thankless job, and many have preconceived negative impressions of it. This results in a lack of volunteers. When that happens, existing directors have a few options:
- Recruit Through Committees. Committee members have already dipped their toes in, so serving on the board is a short leap.
- Reach Out to Engaged Homeowners. Involved homeowners are more likely to take on a role on the board.
- Educate Owners About Responsibilities. Directors should let owners know what the job entails and why it’s important to fill the vacancy.
- Consider Hiring a Professional. An HOA management company can help communities with recruitment. It can also alleviate the board’s workload, making volunteering a more attractive option.
Avoiding Problems
Allowing an HOA board vacancy to persist can pose several risks to an association. Boards must act fast and strive to fill this open seat as soon as possible. Following the steps above and the methods approved by the governing documents is a good place to start.
National Realty Partners is a leading provider of HOA management services in Virginia, Maryland, and Washington, DC. Call us today at 703-435-3800 or request a proposal online!
RELATED ARTICLES:
- Meet The HOA Board: Roles, Responsibilities, And Duties
- HOA Harassment Policy: Protecting The Board And Homeowners
- A HOA Board’s Guide On Roberts Rule Of Order For Meetings