Q. I live in a small building/HOA, and our same board has been in place for over a decade. We hold annual elections as per our governing documents, but we can’t get anyone else in the building/association to serve, and none of us can step down because our governing documents mandate a minimum number of board members. A couple of us are nearing retirement age and want to hand our administrative duties over to the younger residents. We can’t force anyone to be on the board, but with so few people in the building/association, how will we function if nobody else steps up to do their part? 

                          —The Board Needs Help

A.“First, the current board should carefully review the bylaws to understand the minimum required number of board members, how vacancies are filled and what is considered a quorum for board meetings. Usually the bylaws say that the remaining board members may appoint replacements to fill vacancies until the next annual meeting. So if you can get someone to replace you until the next annual meeting, you can step down and have them step in,” says Attorney Ken Jacobs, partner at New York law firm Smith, Buss, and Jacobs, LLP. 

“If you can’t get a sufficient number of replacements to maintain the current Board membership, you might amend your bylaws to reduce the number of board members to a workable number. The Not-For-Profit Corporation Law (that usually governs HOAs) allows as few as three board members. Check your documents to determine the correct procedure. You might also consider amending your bylaws to broaden the qualifications for directors. Maybe someone’s spouse or child would be prepared to serve.”

“If you can’t even get three people to serve, then you need to call a meeting of the owners and–in practice–threaten them. They need to understand that without a quorum,  the association cannot legally take actions. This means no contracts, no payments, no insurance renewals, etc.,” says Jacobs. “Usually someone will volunteer to serve, and even if they don’t contribute in practice, at least you’ll have a quorum so those directors who do care can function. 

“In the worst case (and I hope you never need to consider it), you may have to petition the court to appoint an administrator or receiver to make decisions for the HOA. This might lead to liquidation of the HOA. Frankly, this is very rare, and you don’t sound like you need it.  

Jacobs notes some further practical considerations: “It can be difficult to encourage people to run for a spot on the board or even to participate. Board members do a lot and are not compensated for their time. The current board should make all possible efforts to explain what is at stake if the association cannot get a functioning board (i.e. insurance lapses, unpaid bills, disrepair). It can try to make meetings more social, or offer to train prospective members, or even open the meetings to other owners. Boards should also be open to offering remote or hybrid meetings such as Zoom or Microsoft teams. Making the job sound manageable can sometimes spur people to step up.

“Lastly and perhaps most importantly,” he says, “the board should remind unit owners and association members that their units are valuable assets. The board’s primary role is to protect and enhance that value through responsible management. If the board stops functioning and the property falls into disrepair or fails to meet its financial obligations, the result will almost certainly be a decline in property values and the ability of owners to sell their units. Emphasizing the financial consequences of inaction often motivates people to get involved.” 

Associate Jason Rogovich contributed to this response.