How to replace officers that resign?

Mike, it is not the choice of the President to enforce; it is the responsibility of the Board to enforce the CC&Rs. When a director resigns from the Board or when an officer resigns their office but does not resign from the board the bylaws should state how to replacement is to be done. Usually the remaining directors appoint a replacement when a director resigns in writing from the Board and they vote to replace an officer who resigns their position.

Call a special meeting of the Homeowners ASAP to elect new directors to replace them. Their terms are usually staggered, for example if there are 5 directors each serving a three year term, then 1-2 will have less than one year, 1 -2 more than one year, and 1-2 more than two years left to complete their term. Prior to voting determine how the term for each new elected director will be determined.

Interesting discussion.

If all the officers resign, a special meeting may be called, but by whom? If there is no board, who can call the meeting? The owners can if meeting the % required to do so, but they must petition the board to hold the meeting. If there is no board in place....then what?

And if state law requires 60 day notice in advance of the election, what happens during the two month period when no board is in place?

Roger, I have to take issue with you here. Unless you know something I don't about the law in Utah or the particular situation, you cannot say with certainty that it is the responsibility of the board or association to enforce covenants.

In many homeowners associations in Indiana, for instance, the association does not have the obligation or duty or responsibility to enforce covenants. The association has the choice to enforce or not. It is a "may enforce, not a "shall or will enforce." Indeed, in Hoosierland, many covenants give equal rights to enforce rules and covenants to both homeowners and the association.

The controlling factors here are (1) declarations and (2) state law.

What should be done when all the board members resign?

This happened in my former assn. The whole board resigned because they didn't like the results of a petition circulated by one member. Several of us rounded up candidates and organized a special meeting to elect new officers. Unless anyone is interested I won't go into all the particulars involved -- it's a long story.

AZ nonprofit statutes state a board member shall serve until someone is elected to replace. However, that doesn't always happen. When there is a vacancy on the board, it's up to the remaining board members -- even if it's only one -- to determine what action can be taken to fill those vacancies. The gov. docs (usually the bylaws) should state what this action is. In the absence of a state procedure, IMO, the remaining board member(s) should call a special meeting for the purpose of electing members to fill the vacancy. If this is impossible because of a lack of quorum or lack of candidates, then they should try to make appointments. I've found that some people may be unwilling to run for a position but will take an appointment. Some people just don't want to face the possibility of defeat!

It's been over five years and I now live in a differnt s/d, but I think it wasn't more than 2 wks. The bylaws state notice must be given not less than 10 days nor more than 45 days (same as my current assn's bylaws). Are you sure you must give notice 60 days prior -- that seems quite excessive.

Our HOA was only 49 members and the board had hired a bookkeeper to maintain all the financial records. About a week b/4 all the board members resigned they had signed a contract to hire a mgmt co and also fired the landscaper. I contacted the new mgmt co and was told they did not wanted to cancel the contract,so there was no one on board to manage the assn. Several of us members went around the community explaining the situation and asking for volunteers to run for the board positions. Our board was comprised of 3-5 members. We were able to get three; my husband and two others which enabled us to make plans for the special meeting. I contacted the landscaper (I had hired him when I was a board member) and ask him if he wouldn't stay on at least until the new board was in place -- he agreed. I also met with the V.P. of the mgmt co who turned over all the records to me along with the $2,000 deposit they had received. The bookkeeper continued to do her job so there was no problem with the finances. Actually, it all went rather smoothly.

A nominating committee may be helpful. This is aside from Board Members. In our association we can do this and Board Nominations can come from anyone who owns their homes. If you have people willing to take over positions that are vacant, they should have the right to step up and join the present Board Members.

Roger...our President has just resigned. Does the VP automatically move into her position?...This VP odes not live in his unit, infact he does not live in Flordia, he lives in Mass....We have a HO that wants that position but the VP says it is his by default....Is he right, is there anything we can do?

The office of VP takes over the position President should the President resign or otherwise be unable to continue in that capacity. The fact that he/she doesn't live in the unit or even the state our country has no effect.

As to if there is anything that can be done, there quite possibly is. It would take a motion from a member of the BOD to appoint a new President. Having said that, I don't think you should replace the president simply because of where the person lives.

I would recommend that you focus on getting your community to solvency and running on an even keel. To that end, you should work through the remainder of the year with the vice-president having taken over as president. Remember that the president of the community has just one vote in a meeting the same as everyone else.