Filling Board vacancy
Depending on the timing, our bylaws say a board vacancy is either filled by the board via appointing someone, or a special election. I was told that somewhere in Arizona law, a board appointment only serves until the next election, but a special election winner completes the remainder of term. We have 2 year terms, so for us the difference is 6 months vs 18 months. Where in Arizona law does it say this? Our bylaws do not specify any difference in remaining term between the two options.
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there are corporate law provisions that speak about board appointments being until the next election and many associations have that provision in their bylaws as well. The only specific guidance on this issue in common interest statutes is found in the recall statutes, which establish the election or appointment of directors to fill vacancies created by the recall process for the remainder of the original term of the recalled board member. While there is logic to the argument that appointed board positions should only last until the next board election, thereby giving homeowners the right to elect their board in all cases. The problem is the confusion that such an action would cause. If you have two board positions to elect for full terms and one board position to elect for half a term, how do you decide who gets what term? You could go by number of votes, but that would be logical, and these communities are never logical; they are political, and everyone wants a different outcome. My proposed solution that will be included in legislation for the next session will be to allow a quorum of the board to fill any vacancy for the remainder of the original term. If less than a quorum of the board is available, then the members would have to elect the replacements for the remainder of the original terms.
Dennis
Thank you for the thoughtful reply. But my original post asks if there is current Arizona legislation that dictates the remaining term length depending on whether the vacant position is appointed or elected. That would override our bylaws. I was told such legislation exists, but I cannot find it.