on the Board

As an HOA association, what are your options for filling a seat on the board?  Below is an article from the Newsletter by ADAMS | STIRLING PLC that just might help.

What are the options when the Board has a vacant seat?

QUESTION: Can a board decide not to fill a vacant seat? If so, should the decision be made in executive or open session?

ANSWER: It is not uncommon for a director to vacate his/her seat prior to the end of their term. A heavy workload at the office, personal health issues, sale of their unit, a recall by the membership, and a dozen other reasons could create a vacancy on the board.

Recalls. If the vacancy occurred because the membership called a special meeting and removed the director, the board cannot fill the vacancy. Despite anything to the contrary in their governing documents, only the membership can fill a seat created by a recall.

Pending Annual Meeting. When a seat becomes vacant, boards must make a decision. If the vacancy occurs too close to the next annual meeting, the board might decide to leave the seat empty and let the membership fill it.

Bylaws & Corp Code. If the vacancy occurs shortly after an annual meeting and the board decides not to appoint a replacement, look to your bylaws–they might require an election. If the bylaws are silent and the board fails/refuses to fill the seat, the membership may call for a special election. (Corp. Code §7224(b).) The process is initiated by filing a petition with the board.

Open Meeting. The discussion and vote by the board to fill or not fill a seat should take place in open session. Voting on this issue does not fall into any of the approved categories for an executive session.


For more knowledgeable information regarding the business of HOA’s, visit: The Newsletter