WHAT HAPPENS IF NO ONE RUNS FOR THE BOARD?

By Lanier Coulter, Esq.

Published December 18, 2013

  

Not only is it the holiday season, but it is also the annual meeting season for community associations across Georgia.  The annual meeting is a time for the membership to hear reports on the status of the association and the community as well as to elect directors to serve on the board of directors.  But what happens if no one steps up to run for the board?

 

                The short answer is nothing.  If no one puts their name in the hat to run for the board of directors, then the existing board members stay on until such time as another election can be held and their successors elected.  If any board member wants or needs to step down in the interim, he or she can do so and the remaining board members can appoint, by majority vote, another person to take the place of the resigning director.  Any appointed director will also serve the remainder of the term until an election is held.

 

                If all the directors on the board are ready to step down and/or resign, the last remaining director has a fiduciary responsibility to the association to ensure that a successor board is appointed.  In other words, a board cannot resign en masse without violating its fiduciary duty.

 

                It is an unfortunate reality for many community associations that a lack of participation by the membership results in a failure to achieve quorum, so an election cannot be held, or in a failure of volunteers to run for the board.   As a result, there are some communities where the same people have served as the board for years on end.  Although it is often said that complacency among residents is a sign that everything is going well, there are ways to encourage participation amongst community members. If you are struggling with lack of participation, you may want to consult with legal counsel regarding options for moving the community forward.


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G. Lanier Coulter, Jr. - owner/founder of the firm. He is a 1998 graduate of Oglethorpe University and a 2001 graduate of Emory University School of Law, where he was the recipient

of the Attorneys' Title Guaranty Fund Award.  

 

Lanier is a member of the state Bar of Georgia and the DeKalb County Bar Association.  He is the author of "Don't Wait Until it's Too Late, Statutes of Limitation and How They Can Affect Your Association's Rights" which appeared in Georgia Commons, a Publication of Community Associations Institute of Georgia, Inc.  

 

Lanier practices primarily in the area of community association law.  Lanier assists associations in interpretation and enforcement of their governing documents (covenant enforcement and collection of assessments) and in the negotiation, financing and execution of major renovation and rehabilitation projects.  He is an instructor of continuing education courses for community association managers and attorneys, including, "Dealing With Difficult People," "Problem Solving for Planned Communities," and "Condominium Law." 

 

Currently Lanier serves as a member of the Amicus Committee the Community Association Institute and a member of the Legislative Action Committee for the Georgia for Chapter of the Community Association Institute.  He was the recipient of the 2011 Rising Star Award in the CAI-Georgia Chapter.

Contact Lanier at: glc@coulterlawfirm.net