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Dimitry Esquire
Dimitry Esquire, Attorney
Category: Real Estate Law
Satisfied Customers: 41220
Experience:  JA Mentor, multiple jurisdictions, specialize in business/contract disputes, estate creation & admin
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I live in Myrtle Beach South Carolina, we are under the

Customer Question

I live in Myrtle Beach South Carolina, we are under the juristiction of a HOA. Recently 4 of our 5 Board members resigned, leaving us a Board of 1. Our normal election would be in Sept/Oct. Our Management company has sent out a letter, asking interested people to apply for temporary board membership. The intent is to hold a meeting the 6th of July there the remaining Board member will choose replacements for the 4 empty seats.
I challenge this as being inappropriate or possibly even illegal. Our governing documents say that we can have a Board of 3, 5, or 7 members. The original board set by the developer was 5 which has been in effect for 9 years, Our documents also state that no meeting of the board can take place without quorum, therefore 3 members would constitute quorum. there is also a section that states in the event of resignation, death the board may assign a replacement. So i guess the actual question is --- SINCE nothing covers the resignation of 4 of the 5 board members, and 1 member does not make quorum, is it proper for the 1 remaining member to appoint replacements, or should we hold a special election and have the membership elect the new board
Submitted: 4 months ago.
Category: Real Estate Law
Expert:  Dimitry Esquire replied 4 months ago.

Thank you for your question. Please permit me to assist you with your concerns.

This is a very interesting situation but one that does happen from time to time, especially where the Board resigns either as a message or due to lawsuit or to other factors. There are multiple methods of dealing with this especially if the bylaws do not directly reference this express situation. One option is to not let the whole Board resign, and therefore maintain quorum. Another option is appointment, which by definition is temporary until elections take place. This creates a temporary right to fulfill the position and permits actual voting on the position by permitting quorum to take place. This here is not illegal if the only purpose of this appointment is to hold elections and to create quorum. Here, the action is not improper if it is not expressly barred by your HOA's bylaws, and that the Board members are temporary.


Dimitry, Esq.

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