Even if the Board fills the vacancy by two-thirds (2/3) vote, the Unit Owners may also have a trick up their collective sleeves, as the Act also give Unit Owners a mechanism to call for an election to fill the vacancy for the remainder of the unexpired term of the resigning Board member. Voting is held in accordance with the association’s governing documents. If no Unit Owner petition is submitted, the Board’s vacancy appointment stands.
2. “What Rights Does the
Resigning Board Member Have?” Once a Board member tenders their written resignation, they are treated the same as any other Unit Owner. For example, a former Board member is entitled to attend open meetings of the Board, but the former Board member is not allowed to attend closed sessions of the Board, act on behalf of the Board, or hold himself/herself out as a member of the Board.
3. “When Does the Replacement
Board Member’s Term End?” The answer to this question depends whether the replacement Board member was appointed to the Board by Board action or elected to the Board by the Unit Owners. Vacancies filled by Board vote will come up for election at the next annual meeting, regardless of when the resigning Board member would have been up for re-election. In contrast, Board positions filled by a Unit Owner vote remain on the same election schedule as if the resignation didn’t happen. Said another way, a replacement Board member elected by the Unit Owners “inherits” the remainder of their predecessor’s term.
As a practical matter, if a Board member resigns near the end of his/her term, the Board could refrain from filling the vacancy and simply let the Unit Owners select the new Board member at the upcoming annual meeting.
The procedure for filling a Board vacancy and applicable term is summarized in the below flowchart:
Board member resigns At least 2/3 of the remaining Board vote for replacement? Yes
Unit Owners holding 20% or more of the association’s votes file a petition to fill the vacancy?
Yes
Unit Owner meeting for election called within 30 days of petition being filed;
elected Board member “inherits” remainder of unfulfilled Board term.
No
Vacancy remains until the next annual meeting or Unit Owner petition for an election.
No Board’s chosen replacement
remains on the Board until the next annual meeting.
40 | COMMON INTEREST®
• Summer 2019 • A Publication of CAI-Illinois Chapter
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