D.S. from Los Angeles, California writes:
Dear Mister Condo,
Last Sept., two new Board Members were elected to our five-person BOD. A week later, both resigned. It has been four months and two new replacement BOD have not been appointed by the three remaining BOD. My question is this: Our CCR’s do not specify how long the BOD has to appoint new BOD to replace the ones who resigned.California Civil Code does not appear to specify a time limit by which new BOD must be appointed. So, it seems that for the next two years that the existing BOD of three members can keep the BOD at three members – instead of five, thus denying representation on the BOD to other HOA members who want to serve. How can this be legal/possible?
Mister Condo replies:
D.S., I am sorry that your community association is lacking its full contingency of Board Members. Keeping the Board full is clearly what is best for the community. However, as you have pointed out neither the association’s governing documents nor state law dictate the time period for appointments to the Board by the remaining Board members. The only other recourse I can think of is a recall of the seated members and a new election of officers. This is not an easy fete to accomplish and I must ask if the three seated Board members are functioning in the best interest of the association. If they are, the simpler solution would be to simply wait out the terms of the missing Board members and elect new Board members at that time or hope the seated Board makes an appointment before then. Forcing the current Board to make an appointment really doesn’t make sense as they may not have any candidates they wish to appoint. Keep an eye on the performance of this Board. If they aren’t getting the job done, it may be time to act. Otherwise, wait out the situation until the association can vote new members to the Board. Democratically elected Board members is in the best interest of the association. All the best!