It is not uncommon for a board member to step down from their position in a homeowners association. But, what happens if all HOA board members resign simultaneously? Is an HOA board mass resignation even permitted?
Is an HOA Board Mass Resignation Allowed?
Homeowners associations are run by a set of volunteer members elected into the HOA board. Similar to other elected officials, HOA board members also have the ability to resign from their posts. Resignations are generally allowed, though some associations have certain notice requirements.
But, what about mass resignations?
An HOA board mass resignation, while unusual, does occur. In general, an entire board can resign from their positions. However, they should not leave their seats vacant.
Board members should keep in mind that they play a significant role in the functions and operations of a homeowners association. It is the HOA board that prepares the budget, collects dues, enforces the rules, transacts business, and makes decisions for the community. An association simply can’t run without the presence of a BOD.
What to Do in the Event of an HOA Board Resignation
Sometimes, a mass resignation can’t be helped. When an HOA board resigns en masse, it is important to find people to fill the seats they will be leaving behind. Depending on state laws and an association’s governing documents, this usually means one of the following actions:
1. Appoint Successors
Many associations have it written within their bylaws that remaining board members can appoint someone to succeed the resigning director. If the whole board intends to resign, they should do so in a manner that still allows for an appointment.
In some states, the law is clear on appointing successors. For instance, in California, the remaining board members can select a new director through a majority vote in the presence of a quorum. There are also ways to fill vacancies even without a quorum. Resigning directors can also vote on their replacement so long as they do so before the effective date of resignation. A similar law exists in Florida.
In states where no such laws exist, it is necessary to refer to your association’s bylaws. If your bylaws are also silent on this issue, perhaps it is time to consider amending them. In doing so, you can avoid future problems with an HOA board mass resignation.
2. Hold a Special Election
For some associations, a special election may be the way to go. This generally means holding a special meeting prior to resigning with the goal of electing a new set of board members. While this is certainly a more troublesome route, it, at least, guarantees that members get to choose their own leaders in the community.
When the HOA Board Fails to Appoint Successors or Hold an Election
The HOA board is critical to the success of any planned community. As such, when a homeowners association board resignation happens en masse, it is important to make sure there are replacements. But, what if the resigning board fails to appoint successors or hold an election? To put it simply, they may face legal consequences.
Depending on state laws, a resigning HOA board that fails to appoint successors may be held personally liable. Board members must fulfill certain fiduciary duties — specifically, the duty to act in good faith, the duty to act with reasonable care, and the duty to act in a manner that is within the association’s best interest. These duties cover the board’s everyday responsibilities, such as enforcing rules, collecting dues, and making sure the HOA continues in operation.
When an entire HOA board resigns at once and leaves their seats vacant, no one is there to run the association. Indirectly, this can be viewed as a breach of their fiduciary duties. In that case, the law may find them personally liable for failing to find or select replacements. They have, essentially, abandoned their posts.
What If Nobody Wants to Run for the Board?
The job of an HOA board member is often exhausting, and a thankless one, at that. When you are a member of your HOA board, you need to juggle your association duties with your personal responsibilities. You need to attend board meetings, review contracts, plan budgets, and make sure everything is running as intended. All in all, it is easy to see why a lot of homeowners feel that serving on the HOA board is not for them.
Because of this, though, some HOA communities find it difficult to fill vacancies on their boards. It becomes even worse in the event of an HOA board mass resignation. When a special election takes place and no one is willing to run, what happens then?
Ideally, if no other resident wishes to run for a position on the board, the current board members can continue to serve in the interim. But, if the current board members also refuse to serve and choose to resign from their posts, the only other option is to petition a court to appoint a receiver. In such a situation, a third-party receiver takes over the management of your HOA. This route is not only more expensive but also does not come with the level of understanding that actual homeowners have of their community.
How to Recruit HOA Board Members
Considering an HOA can’t do without its board, it is imperative to know how to entice members to run. Sometimes, residents just need a little nudge in the right direction. What can you do to convince owners to join the board after a mass resignation?
Educate. Some homeowners are simply unaware of the impact a board has on the community. Make things clear with a carefully written letter or announcement explaining the importance of the board’s role in the HOA. Remind them that the community has a direct influence on the value of their homes.- Target. Do you know anyone who has sent complaints about the way things are run? Is there a particularly vocal resident who has the drive to change the community for the better? They may want to make more meaningful changes by serving on the HOA board.
- Publicize. Sometimes, homeowners don’t even know that elections are about to take place in their community. This usually happens in larger HOAs. Make sure to publicize the election and use every communication channel available to you.
A Reminder to Board Members Everywhere
Although an HOA board mass resignation is not a problem that many face, communities should still prepare for the possibility. Board members should take the proper steps before leaving their posts and remember that they play an important role in the success of their community. Board members are homeowners, too. A completely empty board can spell disaster for the HOA and, by extension, those who live in it.
If being a board member is too demanding a job for you, consider hiring an HOA management company like Clark Simson Miller. With our expert services, we can lighten your load and free up your time. Call us today at 865.315.7505 or contact us online to learn more.
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