An HOA of ONE in Florida

Started by AlexC1 • 7 replies • 1303 views

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AlexC1 (Florida)
Posts: 25

Posted:

Our central Florida HOA documents states there should be a minumum of 3 Board members and a max of 7. At the yearly election, only 3 positions were filled (no one else wanted to be on the Board). Several months ago, the vice-president passed away suddenly, then the President moved out of the community and told the secretary to 'take care of the HOA'. The secretary finaly decided to hold a 'Board of Directors' meeting (to be held next week) at which time she will appoint members to fill the 2 vacancies rather than hold a special election. Since only one board member (secretary) is expected to run that meeting and thus a quorum will not be met, will those appointments be valid ?

Hank

MaryA1 (Arizona)
Posts: 7,043

Posted:

Alex,

The AZ nonprofit corp statutes state that even if a quorum cannot be met the BOD may make appointments to fill a vacancies on the board. Check your state laws, incl the nonprofit corp statutes. But even if the state laws are silent on this issue know that these positions must be filled. Whether or not there is a quorum at the meeting when the appointments are made is a moot point.

Food for thought: what is a quorum of one?

AlexC1 (Florida)
Posts: 25

Posted:

Mary, thanks for your response. My main concern is that the one remaining board member will appoint two of her cronies to serve on the board thus perpetuating
(at least t'ill the next election) a board with no clues regarding our documents.

Alex

KellyM3 (North Carolina)
Posts: 2,239

Posted:

Alex,

Act early on contacting the secretary in regards to filling the vacant board of directors positions. The secretary will certainly not appoint neighbors he/she has never met nor had interaction given this is a volunteer management-type position. The secretary is certain to make appointments that establish a debate of cronyism when it may not be the case.

If you have names submit them or submit your own name. I can bet not too many people are clamouring for board service if only three sought office previously.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Alex,

I agree. Which is why I think the board member should really call a sepcial meeting of the members to elect board members. That's what I would do if I were in that position. Perhaps you can convince her to do this. Tell her you have heard rumors that are not very favorable to her appointing members to fill the vacancies.

JeffP6 (Florida)
Posts: 91

Posted:

Check your docs. Ours provide that if there are open positions that somone may be appointed and will fill out the term until the next Annual Meeting. Our docs provide that there must be an Annual Meeting each year.

SusanW1 (Michigan)
Posts: 5,202

Posted:

The board should have filled the VP's board position ASAP.

Then the president should have appointed someone to fill his board post, and the Sec. wold assume acting Pres. role until the next election.

Shame on them all for leaving things in a mess.

She has no other choice than to get that board up and running.

JeffP6 (Florida)
Posts: 91

Posted:

Also as a side note - make sure that you are aware that as long as there is only 1 Board member you are leaving your association vulnerable to ANY homeowner petitioning the court to put the HOA into receivership. This was part of the new law that just went into effect on 7/1/2010.

http://www.ccfjedu.net/HOAFS720new.htm

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