The typical board of directors for a
condominium or homeowner’s association consists either 3, 5, or 7 directors,
depending on the governing documents and participation within the community. The election of directors by the membership
generally occurs each year at the annual meeting. Some associations have trouble finding
enough candidates to fill the open director positions at the annual elections,
but what happens when a director unexpectedly resigns, passes away or is
disqualified before the end of his or her term?
How does the association fill that vacant director’s seat?
Section 617.0809, Florida Statutes,
which governs not for profit corporations such as condominium and homeowners
associations, provides, “any vacancy occurring on the board of directors may be
filled by the affirmative vote of the majority of the remaining directors, even
though the remaining directors constitute less than a quorum . . .” In the event there are no remaining
directors, the statute provides that the director’s seat can be filled “by the
members, or on the application of any person, by the circuit court . . .”
For condominiums, Section
718.112(2)(d)(9), Florida Statutes, states, “unless otherwise provided in
the bylaws, any vacancy occurring on the board . . . may be filled by the
affirmative vote of the remaining directors . . .” and also provides that the
“board may hold an election to fill the vacancy . . .” (emphasis added). Accordingly, in addition to the relevant
Florida Statutes, it is critical that the association bylaws be reviewed whenever
a vacancy occurs.
The term of any newly appointed or
elected director pursuant to the above provisions, generally expires at the
next annual meeting where directors are elected, subject to the provisions of
the association’s bylaws.
In the event your community experiences
an unexpected vacancy on the board of directors, there is likely a
straightforward solution to quickly and easily fill the vacant seat. However, there are subtleties and
distinctions that should be considered and discussed with the association’s