How many openings on the Board? 1? 2? 3? 4?

We are living in wonderful and unusual times. How many people have the opportunity to live in a HOA at a time when there are suddenly three, and maybe four, openings on the Board of Directors (BOD)? All within less-than-30 days!

About ten days ago the Secretary resigned from the BOD.

Since then, the Treasurer resigned. She's moving out of The Summit.

That's two. Where do I get #3?

A couple of years I got a tip from a long-time Member that one of the board members could not be a director, because he was not a homeowner. I found the pertinent Section in the CC&Rs or the By-Laws, but I didn't find a following Section that said he could be a director, because he was married to a homeowner. I was wrong, and I apologized to him.

But this got me thinking about the requirements for directors, and I did some homework on the current Board.

Without doxing anyone, I found that the all the directors, including the officers, do live in The Summit. However, there is one director who is not a homeowner and is not married to a homeowner. 

That person, therefore, not eligible to be a director. That person has been a director since December 12, 2023. That director has voted on board decisions. 

That director must resign immediately. If that director does not immediately resign, then the Board must remove that director at the May 3rd board meeting. If the Board does not remove that director, then the Voting Members should immediately convene a Special Meeting and remove that director.

That person knows who she is. I'll use "she" here, because it's not Danny Trapp and all the other directors are women. Otherwise, I'd use the grammatically incorrect "they".

That's three!

Now what about Number 4?

Who knew that that director (#3) was not eligible to be appointed to the Board on December 12, 2023?

That director needs to leave the Board for cause, voluntarily or not. Immediately. By May 3, 2025. 

That will leave only three on the Board, which is less than a quorum. The Board is out of business. 

With two directors gone and a third ineligible to hold the office, that leaves the Board with four members. It will be impossible for the President to stack the Board in his favor. 

For homeowners to be appointed to succeed the three leaving, the vote will have to be at least 3-1. If the two directors who have previously comprised the minority element on the board stick together, the vote on somebody they don't like will be 2-2. A tie-vote fails.

Then comes my favorite four-letter word: N-E-X-T

If the fourth director leaves, then there is no quorum, and it will be up to the Voting Member. That, of course, is a problem, because there aren't enough legitimate Voting Members to convene a Special Meeting and elect successors.

The Members of the Assn. may have to go to Court and get help from a judge or the State of South Carolina to solve the problem.

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