A legal blog addressing common questions and issues that community association owners, board members, and others face. The goal is to provide information, services, and an online community to enhance the experience of association living in Florida.
Be around an association long enough and you will at some point face the resignation of a board member. Board members resign for reasons ranging from the innocent (like selling a unit or lack of time to devote to the association) to the contentious (a heated argument amongst directors leads to a resignation). Click though to read how and when to fill the vacancy of an officer or director of an association...
First, Florida Statutes use the term board of administration and board of directors interchangeably. So keep this in mind when reviewing the statutes. When there's a vacancy on the board (by reason other than recall, this is covered in a whole other section) the board has the authority to vote to appoint a new director. Whether there's multiple candidates for the open board seat or just one, the board can select the new director by majority vote. The position is then filled for the remainder of the term. Therefore, the position may not automatically be up for election at the next annual meeting if the association governing documents provide for director terms greater than one year.
Next, what if the director was an officer (President, VP, etc.) of the board? Officer positions are generally not selected by the membership of the association. Instead, officer are selected by a majority of the directors. if for example, the Secretary of the board resigns, at the next meeting the directors can vote on an entirely new set of officers or simply fill the Secretary role.
It's good practice to fill a director vacancy as soon as possible but generally a director resigning does not warrant an emergency meeting of the board. Like usual, check your individual association governing documents to make sure your association does not have specific rules regarding these matters.
filling the vacant - general election, in the interim