When you have a strong desire to help those around you and a roll-up-your-sleeves-and-get-to-work attitude, you probably find yourself volunteering your time quite often. Even with substantial previous experience in giving back to the community, many board members find working with an HOA to be very different from past volunteering opportunities. This difference is felt largely because working with an HOA means strictly adhering to many unfamiliar laws and regulations – which are the challenges we are dedicated to unpacking!
That’s why we want to take a step back and look into the nitty-gritty of your position as a board member. Specifically, we want to discuss board member terms. What are they? How do you know how long you can serve? Is re-election possible? What happens when your term expires and no one is elected to replace you?
What are board member terms?
Board members, when elected, serve for a specific time period, called a term. The board member’s term either lasts for a specific length of time or until a certain event occurs, such as an annual meeting.
How do you know how long you can serve?
Your association’s governing documents will tell you if you are serving for a specific length of time (like three years) or if you’re supposed to serve until the next annual meeting of the members. While it’s usually the bylaws that govern the board, sometimes the association’s articles of incorporation will establish the length of a board member’s term.
You are probably serving an association whose board members have staggered terms, which means that most of the association’s board members are either serving different term lengths or are being elected in different years.
Occasionally, an association’s governing documents will not contain any information regarding term length for board members. In Arizona, if your association’s governing documents don’t tell you how long to serve, you can only legally serve for one year. In Texas, the first board will serve until the first annual election, and all subsequent board members will serve until the next annual election.
Is re-election possible?
Can a board member be re-elected multiple times? Yes, as long as the articles of incorporation or bylaws do not prohibit or restrict the number of successive terms a board member can serve.
What happens when your term expires, and there’s no replacement?
In Arizona, when a board member’s term expires and no one replaces them, usually due to an inability to meet quorum at an annual meeting, they still retain the authority to serve on the board. A board member will retain office until one of the following is met:
- A successor is elected, designated, or appointed and qualifies
- The director resigns or is removed
- There is a decrease in the number of directors
Texas’s rules about what happens when a term expires are different than Arizona’s— a board member does not retain the authority to vote on board matters and act on behalf of the HOA. There is one important caveat: the board member whose term has expired retains authority if the governing documents say that the current board member can continue to serve until the next duly elected board member takes office.
This means that, in Texas, if your association did not reach quorum at your annual meeting and the board member election did not take place, your board needs to attempt to reconvene the annual meeting by following your governing document’s provisions.
If attempts to reconvene are unsuccessful, the board should amend the bylaws to reduce the quorum requirement. However, keep in mind that it’s possible that any amendment to the bylaws regarding quorum could conflict with the association’s CC&Rs. This would invalidate any changes made to the bylaws, so be sure to check the CC&Rs first!
Another possible option for your board is to call for a special meeting of the members in order to elect new board members. There are four groups of people who can call a special meeting:
- The HOA’s president (if the president’s term has not expired)
- A majority of the board (as long as there are enough board members whose terms have not expired, they can constitute a quorum)
- One-tenth of the HOA members entitled to vote
- Such other officers or persons provided for in the governing documents
Your association’s last option is to have the court appoint a receiver to act on behalf of the HOA until a new board is duly elected by the members.
Unfortunately, board members sometimes choose to continue in their role despite the fact that their terms have expired. If you find your board in this situation, take steps to elect a new board as quickly as possible. Once a new board is in place, the members should vote to ratify the actions taken by the previous board. This step should protect the HOA from any legal challenges. Of course, your board should reach out to your association’s attorney if you have any questions or concerns regarding the validity of your current board’s rulings.
We hope we have given you a solid guide to refer to when questions regarding your board’s term limits surface. Please check out our other blog posts for more board member tips and tricks!