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Every year three seats of a nine-member board are up for election.

 

Our election rules also state, “the board may only fill vacancies in its membership to serve until the next annual or duly noticed special association meeting. Notice of a special association meeting to fill vacancies shall include notice of the election.  Any special association meeting to fill vacancies shall be held on a date that allows sufficient time for owners to declare their intention to run for election and to solicit proxies for that purpose.”

 

And regarding any special meetings of the association, “…(b) Special meetings of the association may be called by the president, a majority of the board, or by a petition to the secretary or managing agent signed by not less than twenty-five per cent of the unit owners as shown in the association's record of ownership; provided that if the secretary or managing agent fails to send out the notices for the special meeting within fourteen days of receipt of the petition, the petitioners shall have the authority to set the time, date, and place for the special meeting and to send out the notices and proxies for the special meeting at the association's expense in accordance with the requirements of the bylaws and of this part; provided further that a special meeting based upon a petition to the secretary or managing agent shall be set no later than sixty days from receipt of the petition.  (c) Not less than fourteen days in advance of any meeting, the secretary or other officer specified in the bylaws shall cause notice to be:  (1) Hand-delivered;  (2) Sent prepaid by United States mail to the mailing address of each unit or to any other mailing address designated in writing by the unit owner; or  (3) At the option of the unit owner, expressed in writing, by electronic mail to the electronic mailing address designated in writing by the unit owner. The notice of any meeting must state the date, time, and place of the meeting and the items on the agenda, including the general nature and rationale of any proposed amendment to the declaration or bylaws, and any proposal to remove a member of the board; provided that this subsection shall not preclude any unit owner from proposing an amendment to the declaration or bylaws or to remove a member of the board at any annual association meeting.”

 

Question: There are at least six known members of the assembly running for the three seats this year. If a 4th board member wants to resign so that 4 seats are open for election at this year’s Association’s Annual Meeting and does not want the board to fill his seat until that Annual Meeting, when is the most opportune time to resign? Would the day of Annual Meeting suffice? Could the resignation take place at the Annual Meeting?  Please assume that proper notice of the Annual Meeting and election to vote for 3 open seats has been provided to the association's members and that the 4th board member does not want the board to select his replacement and instead wants the association's members to have a fair opportunity to elect his replacement.

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Guest Who's Coming to Dinner

Previous notice is required to fill a vacancy in office. So the election for Vacancy #4 must be announced in the annual meeting notice.

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1 hour ago, Guest Who's Coming to Dinner said:

Previous notice is required to fill a vacancy in office. So the election for Vacancy #4 must be announced in the annual meeting notice.

I agree with the above statement by GWCTD, at least as a general statement of the rule.  I also agree that it is probably the case in this situation and that I would give the same answer.  But, it seems to me I have read comments on this board to the effect that in the case of an annual meeting when elections are going to be held anyway, and notice of elections has been given in the call of the meeting, that an unannounced vacancy may nonetheless be filled at that meeting since elections are being held anyway.   Is thee any truth to that or am I imagining it?   Or perhaps hallucinating?  :wacko:

Assuming that notice of filling a vacancy must be given, I don't see a clear way to bypass the right of the board to fill  vacancies until the next annual or special meeting.  However, a couple of options to limit the duration of a board appointment (or even to bypass it) might be available.

One is for the board member who wants to resign to announce his resignation just prior to or AT the annual meeting while a large number of members are present.  He and his friends can then circulate a petition at the meeting calling for a special meeting to be held ASAP as provided for in the bylaws.  If the special meeting is held 30 to 60 days away, the interim appointee of the board will only get to serve for a month or two (unless he manages to get himself elected to the position by the membership).

Another possible  option is for the member to submit an irrevocable prospective resignation to take place at a future date, such as in 60 or 90 days.  Although at the moment I can't find or cite an RONR provision specifically permitting prospective resignations, I believe RONR does permit them and I believe there have been several authoritative posts on this  board to the effect that such a prospective resignation is permissible and that once it is submitted and accepted it becomes irrevocable and that the process for filling the vacancy or calling a special meeting to fill the vacancy can start at that point.  Proceeding in that manner might permit the resigning member to remain on the board until his successor is elected by the membership.

 

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Guest Who's Coming to Dinner
3 hours ago, Richard Brown said:

But, it seems to me I have read comments on this board to the effect that in the case of an annual meeting when elections are going to be held anyway, and notice of elections has been given in the call of the meeting, that an unannounced vacancy may nonetheless be filled at that meeting since elections are being held anyway.

I vaguely remember that, too. Perhaps if the notice doesn't mention a specific number but just says "elections to fill vacancies on the Board," that would cover it. If it said "three vacant seats," I believe it's a material omission to leave out the fourth. The purpose of notice is to allow members to weigh the importance of attending the meeting.

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