D.P. from Virginia writes:
Dear Mister Condo,
I live in a condominium community in Virginia. We have 5 Board positions. President, Vice President, Secretary, Treasurer and Member at large. At a recent Board of Directors meeting, elections were held for these positions. 1 Board member was absent, elections were held and the other 4 members filled the all of the positions except for Vice President. The absent member who in the past desired this position, was duly nominated and elected to fill this position. Now said Board member refuses to serve in this position but claims to want to remain on the Board. What recourse does the Board President have to fill this position and can the Board member who refuses to accept the position remain on the Board with the position open? The governing documents do not say what to do and do not provide for a second Member at large.
Mister Condo replies:
D.P., thank you for writing. I am not an attorney nor am I an expert in Virginia community association law. If you require a legal opinion, I would suggest you speak with a local professional specializing in Virginia state law for community associations. There are several chapters of the Community Associations Institute (CAI) in your state and there is a wealth of qualified attorneys practicing in your area who would be happy to offer a legal opinion. I will offer you my friendly advice.
Most associations that I am familiar with have very specific rules on how elections are held and who is eligible to serve in office. Many associations simply provide for the Board members to be elected as Board members. The Board members, in turn elect the various officer positions amongst themselves, usually at a Board meeting that immediately follows the Annual meeting where Board membership election occurs. The concept is that the volunteer leaders are all equally empowered to serve and the officer positions within the Board are best decided by those who are going to serve as the officers. That being said, if your documents describe a precise system for electing officers as well as Board members, the Board may not have any flexibility to allow a second “At Large” director because the individual was not voted into that role. As a general rule, the Board (not just the President) has the ability to make decisions on behalf of the association for just such a matter. If the Board is comfortable with keeping the Vice President role vacant until the next election cycle they may be well within their rights to allow the currently elected Vice President to resign his role as Vice President but retain his role as a Board Member “At Large” as “At Large” merely means that the Board Member is not an officer. I don’t know why this Board Member doesn’t want to serve as Vice President but that is another story altogether. Again, please consider my advice as friendly. If you need a legal opinion, kindly consult with an expert in your area. All the best!