Can the Association Board Fill a Vacancy Without an Election?

Question: Recently, one of the members of our board of directors resigned from the board and sold their unit. When he announced his resignation, I expected the association to schedule an election to fill the vacancy. However, at the most recent board meeting, the board voted to fill the vacancy. Aren’t the members of the board of directors required to be elected by the unit owners? (W.O. via e-mail)

Generally, the members of the board of directors of a condominium association are elected by the members of the condominium association. However, in the event that a vacancy occurs on the board of directors, the remaining members of the board of directors likely have the authority to appoint a replacement to complete the term. Section 718.112(2)(d)9., Florida Statutes, states “[u]nless otherwise provided in the bylaws, any vacancy occurring on the board before the expiration of a term may be filled by the affirmative vote of the majority of the remaining directors, even if the remaining directors constitute less than a quorum, or by the sole remaining director.”

However, some condominium documents contain alternative requirements and may require that the vacancy be filled by election, rather than board appointment. Therefore, while it would be necessary to review the condominium documents to confirm, pursuant to the statute, the board would typically have the authority to fill a vacancy on the board of directors without an election.

Similarly, for homeowners’ associations and cooperative associations, unless alternate provisions are provided for in the governing documents, the remaining board members would have the authority to appoint a person to fill a vacancy created on the board of directors.