Who Appoints Successor Directors?

How are successor Directors appointed? Who appoints them?

A director (Greg Thomas) on the Board resigned in November 2023. Two directors (Ciara Bates, LaToya Adams) resigned in May 2025.

Who appoints their successors? Does the President (currently, Danny Trapp) appoint them or does the Board of Directors appoint them?

The By-Laws cover this at Art. III A, §7, ¶2

"In the event of the death, disability, or resignation of a director, a vacancy may be declared by the Board, and it may appoint a successor."

"it" means the Board! It is crystal clear that the President does not appoint the successor of a director who resigns.

It is the Board that appoints the successor!

The President might nominate a successor; if he does, then a Second is needed. A Second is not a problem for Danny, because of the composition of the Board.

How does the Board appoint a successor? The Board votes. The Board should only vote in an open, public Board Meeting. The Board should not vote in a pre-board meeting or "executive session" from which the public is excluded.

What happened on July 1st? The Board met in private, after which it announced that William Hill and Noel Weatherbee had been appointed to the Board. There was no vote in public, so that the Members could observe who voted for and who voted against, if anyone.

Because Hill and Weatherbee were not properly nominated and voted on in public, their selection has no legal value. They are not the new directors.

And, because they are not the new directors, they cannot be officers (Secretary or Treasurer).

Even before that discussion and vote, the Board should have addressed the issue of having a person on the Board who is not eligible or qualified. That person should have been removed from the Board.

Then there would be only four left on the Board (Trapp (2023-2025), Holmes (2024-2026), Bryant (2023-2025), and Pollin (2023-2025)).

Any nominee who would not be a good director on the Board would be blocked with a 2-2 vote. A tie-vote fails. The Board does not need allegiances, deals, followers, indecisive, or quiet-as-a-mouse directors.

The Board needs strong, knowledgeable, experienced, independent decision-makers who will make decisions for the benefit of 2,480 homeowners and who will comply with the CC&Rs, By-Laws, and published Guides such as the PRM.

The Board must now appoint directors (two or three) by following good business principles. Then it must properly elect a Secretary and a Treasurer. This must be done in public.

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