What To Do if a Board Member Leaves
Let’s say you’re faced with a situation where one or more of the board members has resigned. Then, some owner wrote a nasty email to the entire board and the other owners. This person is telling the community the board doesn't have adequate members to make decisions and doesn't have the right to take care of the community while they're working on replacing the board members.
Someone might look at the situation and say "I believe the number on our documents says five board members, and they’re currently functioning with three. The board is working on replacing the board members. What's the grace period allowed?"
Stunner: This owner is mistaken in criticizing the board.
In most cases, boards with vacant seats can act, meaning that the complaining owner is simply wrong. The simple answer:
A quorum of the board can conduct business. Usually, in most governing documents (your Declaration or bylaws), the quorum is a majority of the board. If the board has that, business can still be done. If you have less than a quorum, no business can be done.
Let's say you have a three-member board, so the quorum is two members. Let's also say that board was already down one member, and then another owner just sold and moved. Now you have one of three seats filled, so you don't have a quorum. The remaining board member can appoint another owner to the board so the board will have a quorum.
Pursuant to the Nebraska condominium law, a condo association board may fill a vacancy if a board member leaves, for the unexpired portion of his/her term. But there’s no HOA law in Nebraska, so there’s no law about an HOA’s board ability to fill vacancies. You would have to review your bylaws to see if the HOA board has that authority. Usually, HOA bylaws provide for this.
In the meantime, the world doesn't stop. Even if you can operate while you're down a few board members, it's best to be working diligently to fill your open seats as soon as they arise.
Of course, your governing documents could have a deadline, so I always recommend you read your governing documents. Boards do have the right to say they'd rather not appoint and instead they'd like to put the decision to a community vote. But that decision may depend on how long after the last election the vacancy occurs. Some boards go back to the results of the last election and appoint the next runner up in votes.
It's also possible your bylaws would have a provision requiring you to fill a seat within a certain time or to hold an election.
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