Lanier Coulter, Esq.
December 18, 2013
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
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