Vacant Seat on Board - Open Letter to HOA Board of Directors

 The following email has been sent to the Summit HOA's Board of Directors.


Good afternoon, Board Members,

In November 2022, when Dennis ran for and was elected to the Board, his board seat as Paul Hill's successor had to be vacated. 

The Board has seven seats. Due to the improper election of five directors (instead of four) in November 2021 (at a time when the late George Reynolds' seat was vacant), the board now has eight (8) directors, not the seven designated in the Governing Documents.

Paul Hill was re-elected in November 2021 and died in April 2022. Dennis was appointed in May 2022 to succeed Paul. Dennis' appointment should have been to fill the remainder of Paul's unexpired term (to November 2023). Instead, Dennis was told he would serve just six months and would have to run in the November 2022 election. That action is not supported in the By-Laws.

When Dennis was elected in November 2022, he must have vacated Paul's seat. Nothing in the Minutes reflects that action, but the seat is still vacant. The seat has not been declared vacant.

The seat should not be allowed to remain vacant, just as a board seat should not have been allowed to remain vacant after George Reynolds' death in April 2021. The Board should now appoint a successor to fill that seat under By-Laws Art. III, Section 7, ¶2, Sentence 2. "May" in that sentence does not allow the Board to leave a Director position vacant for a year. "May" is likely there to allow some flexibility, should a director die, become disabled, or resign a very short time before the end of his term of office.

I'm uncertain why the Board chooses to disregard the Governing Documents. I urge you to get a written legal opinion from the HOA attorney regarding the conditions when you should declare a board seat vacant, whether it should be reflected in the Minutes of a Regular Board Meeting, how promptly that seat should be filled, and whether it should be filled by proper board discussion at a Regular Meeting and vote.

If the Voting Members paid any attention, they would realize that the Board is not complying with the Governing Documents. 

Gus Philpott
Resident, Barony Place II

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