With Mr. Hanson’s resignation there is now an opening on the SOA Board of Directors. How will it be filled? There are apparently three options for the Board to consider: 1) hold a special election, 2) leave vacant until the next election (held annually in November), or 3) appoint an interim Director until the next scheduled election. However, are there really three options? The appointment option has been a subject of controversy in the past, wherein it has been determined both a legal and non-legal option under the Associations Governing Documents, which we shall quote as follows:
Nevada Law: NRS 116.3103 2(c)
2. The executive board may not act to:
(c) Elect members of the executive board, but notwithstanding any provision of the governing documents to the contrary, the executive board may fill vacancies in its membership for the unexpired portion of any term or until the next regularly scheduled election of executive board members, whichever is earlier. Any executive board member elected to a previously vacant position which was temporarily filled by board appointment may only be elected to fulfill the remainder of the unexpired portion of the term.
SOA Bylaws: Article III Directors
Section 3.03 ELECTION AND TERM OF OFFICE: ……………. Upon the death, resignation, or removal of a director during his or her term, the Board may call a special meeting of the members to elect a new director to the unexpired portion of the term or the Board may leave the position vacant until the next annual members’ meeting, at which time any unexpired vacant director’s term shall be filled by election of a new director. ………….
As can be seen from the above , Nevada law permits the appointment of Directors to fill vacated terms “notwithstanding any provision of the governing documents to the contrary”. Given that it is clear the Bylaws do not provide the Board with the right to appoint Directors, which rule applies? SU will leave this interpretation to others.
Interpretation of rules aside, logically speaking, unless we are very close to the annual October election cycle, appointment by the Board of an interim Director makes the most sense. Leaving the position vacant for a long period of time places undue burden on the remaining Directors and compromises the quorum requirements. Conducting a special election is a complex, costly and time consuming process that should be avoided.
If the appointment option prevails, SU would suggest reaching out to previous Board members who have remained active in community affairs, or perhaps a Committee member whose expertise complements those of the existing Board members. Especially important if the Board decides to move toward a self-managed Association.