Here is the question I received today:

“How long does a Board have to fill a director vacancy.  We only have a 3 member board.  One director resigned 3 months ago and no one has been appointed, yet contracts for major work are being signed.  Doesn’t sound right.”

Boards should be diligent about appointing board members to fill vacancies. The problem is -sometimes things get in the way.

The optimum situation would be that the board could fill the 3rd board seat within a month or two. Lots of boards meet every month but some meet only quarterly, especially in small associations. So that may be a factor.

Sometimes bylaws have qualifications for board members and it is hard to find qualified volunteer to serve. Sometimes it is hard to find a volunteer PERIOD.

Some bylaws require boards to fill vacancies only at an election, so if there is an impending election, a board may elect to wait and let the populace fill the seat by election.

And then, of course, there are boards that don’t want to let new blood in or risk getting someone on the board that doesn’t agree with them, and so they delay appointments to fill a vacancy until they can find a sympathizer or someone in the same “camp”.

The Corporations Code does supply some regulations that allow someone to petition the court to require a Board to have an election to fill a vacancy and this would be available to incorporated homeowners associations.

But the reality of that is the it costs a bundle. So it probably doesn’t happen often.

If members attend the board meetings and encourage the Board members to appoint, the political pressure may come to bear. Many boards assume owners are not really interested in anything they do.

If it was me and I was on a two person board looking at executing a big project contract, I think I would want to look at an appointment to fill the board so going into the big contract, there would not be room for complaints of members that the board stonewalled filling a vacancy to their own advantage. But that’s just me. However, to be honest, if there was someone chomping at the bit to get on the board and they were offensive in nature, a complainer, a dissenter, or someone that had a history of complicating the Board’s work, I guess I would be hesitant.








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