10 | 23 | 2006 Posted By Mike Inman

Shortage of Board Members

Q.  I have a question concerning certain issues within the election process. We elect three board members to a governing board each year. We take nominations from the floor only and allow those present to cast their vote for the appropriate number of the nominees. Our problem is (and there could be more) that many of the nominees decline being nominated and some or all of the persons voted for decline to be board members. Also, what happens if all the current board members quit and we cannot get any replacements? We tried to get professional management help, but a management company we consulted said we are too small for them to consider.

A.  We think the answer lies in changing from nominating only from the floor to using a nominating committee. 

You'll want to begin the process at least 60 days before the annual meeting. The nominating committee should complete its’ work at least 30 days before the annual meeting.

·        Sixty (60) days before the annual meeting the President should appoint a nominating committee of at least 3 members.

·        The committee will need copies of the association's recorded documents and declaration and bylaws. It will also need the articles of incorporation. This allows the committee to review the documents to determine the requirements for Directors, including the number of positions and the terms of office.

·        Nominating members: Generally, association members do not run for a particular position, such as president or secretary. They are simply elected to the Board of Directors, which, in turn, elects officers from among its own members.

·        The nominating committee should screen owners interested in serving on the Board and nominate only those best qualified to fill the vacancies. Remember, these Directors will be entrusted with thousands or even millions of dollars worth of assets, in addition to money collected through assessments.

·        If there are not enough nominees to fill the positions on the Board of Directors, the committee then should begin approaching members of the community that the committee feels are qualified to serve. We have found that while some very qualified people are reluctant to volunteer, if they are approached in a positive manner they are very often willing to serve.

·        Remember that although there are only three vacancies on the Board of Directors, the committee can nominate more than three if they feel they have more than three qualified candidates.

·        To nominate the best Directors, the committee should:

 1.         Use a written application. This should include questions about background and experience on other Boards.

          

2.                   Interview the applicants. Ask them to list their priorities for the

             Association.

   

 3.         Have each committee member rank the applicants in order of choice.   This should be done in writing and independently.                                                         

4.                  Ideally, do not allow committee members or their relatives to be nominated for the Board of Directors. If they want to be on the Board, they should not be on the nominating committee.

·        At the annual meeting, the chairperson of the nominating committee should formally nominate the committee's candidates. Another committee member should then second the nominations.

·        After the nominating committee has put forth its slate, open the floor to nominations.

Using this approach should help to alleviate the problems you have had in finding qualified individuals to serve on the Board of Directors. However, if you cannot find any owners willing to serve, a complex and expensive legal process would need to be started if you seek a termination of the association. If the Association owns property and/or has maintenance responsibilities for drainage facilities or other areas, you will likely not be permitted to dissolve. Often Associations are required by municipalities in order for the subdivision to be approved.

Surely at least two or three members of the community are willing to serve their neighbors as homeowners association board members for a year. There are many management companies in the area and it is likely that one or two would be willing to assist you. The local chapter of the Community Associations Institute is a good resource for you in this regard.