Filling Vacant Board Positions
It is common for a director to vacate his or her position prior to the end of their term.
If there is more than one vacant position such that the remaining directors are less than a quorum, the remaining directors cannot conduct any business except to appoint other directors to the board.
If the vacancy occurred because the membership called a special meeting and removed the director, the board cannot fill the vacancy. Notwithstanding anything to the contrary in the association's governing documents, only the membership can fill a position created by a recall.
When a position becomes vacant, boards must make an important decision. If the vacancy occurs relatively close to the next annual election, the board may decide to leave the position vacant in order to allow the membership to fill it.
If a vacancy occurs shortly after an annual election and the board decides not to appoint a replacement, the board should review the bylaws because an election may be required. If the bylaws are silent and the board fails or refuses to fill the vacant position, the membership may call for a special election to fill the position. The process is initiated by filing a petition with the board of directors.
Any discussion and vote by the board to fill or not fill an open position must take place at a board meeting in an open session.
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