At one of our firm’s recent free client seminars, I was surprised by the number of questions we received that revolved around filling vacant board seats and association members lack of interest in serving on their respective boards. Many of our client board members expressed frustration, and advised they were having difficulty in finding new members to join the Board and this, in turn, has left some board members feeling frustrated—and perhaps stuck on their boards longer than they intended to be. As a result of the number of questions, I felt it would be helpful to review procedures for filling empty board seats that come open throughout the year as well as some ideas to encourage more members to raise their hands when the nominating floor is open at the annual meeting.

     First, when dealing with a board seat that has come open in the middle of a term, boards should read their association’s by-laws to determine the correct process for filling the empty seat. While there is some variation in documents, most association by-laws in Ohio give the remaining board members the authority to choose a replacement member with a simple majority vote of the remaining board members, and this replacement member will then serve as a fully functioning member of the board. Generally, most documents, however, only allow the board selected members to serve on the Board until the next annual meeting and at that meeting the association’s members will then elect someone, which can be the same person the Board appointed, to fill out the remainder of the term—however long that may be. Again, it is important to read your own association’s by-laws because this is not always the case.

     A board should strive to promptly fill any vacancy that does open. Many times, a board will simply sit on a vacancy or take no action to fill it; this, however, can lead to larger issues for the association. As an initial matter, the members are entitled to have representation in the number of directors or trustees that are set forth in the association’s by-laws, and by not filling vacancies, the power of the association can become concentrated in the hands of a smaller than preferred group. Further, if a board loses members and does not replace them, it can eventually lead to a dangerous situation if the board can no longer reach the necessary quorum that is required for it to have a valid meeting or take formal action. Keeping the board at full strength guards against this happening.  That being said, there may be times when it may not make sense to fill a vacancy immediately. For instance, if the replacement member will only be serving until the next annual meeting and the annual meeting will occur relatively soon. In that scenario, the better practice may be to just wait and let the members fill the spot. Generally, however, the best practice is to fill any vacancies as soon as possible.

     Of course it is difficult to fill a vacancy, either by the board or the members, if no one in the community is willing to volunteer. This is an issue that many of our clients have been complaining about for some time, and anyone that has dealt with community associations knows there are always many more people with complaints and suggestions, than are willing or able to dedicate their own time to the association. This fact makes it even more important for current boards to do what they can to foster involvement within the community in association matters. While there is no silver bullet solution to this issue, we do have some suggestions that may help:

• Try to utilize the members for smaller projects and committees throughout the year. Simply offering opportunities to be involved can help to bring members into the community and develop their willingness to engage on future association matters. Many members may be willing to help, they simply don’t know how. If a board can provide and communicate needs and opportunities, they might be surprised at who turns up!
• Keep track of candidates that run for the board but are not elected. Get their contact information, if they will provide it, so that they can be contacted in the future. Unsuccessful candidates may feel rejected by losing an election and then avoid further involvement. Reaching out to those that have shown interest either through requests to join committees or in the event a vacancy arises is a good way to keep those members who have some interest in the association involved.
• Properly communicate the need for involvement. If your association is having issues getting candidates to run, it is important to communicate those needs to the community. Perhaps this takes the form of more advanced planning and communications around the annual meetings. It is important for owners to understand that the obligations of the association do not cease for lack of a functioning board. The obligations remain and the remedy to cure the absence of a functioning board will be very costly to the owners. If your community sends out the same annual meeting notices and requests for candidates every year, the board can look at advertising the meeting in new methods or sending out additional notices that stress the need for candidates.
• Reach out for help. Not having an active and functioning board is a serious issue that can have serious consequences for an association. If your members are simply not responding to the needs of the community, feel free to give us a call. We regularly attend annual meetings and are more than willing to both beg and cajole members into understanding the value and importance of serving their communities.

If your association has questions or would like to discuss ways to encourage more involvement within your community, please contact Williams & Strohm, LLC at 614-228-0207 and speak with one of our attorneys.