How to Fill a Board Vacancy: Appointing or Electing a New Board Member Mid-Term

Quick Answer

In most organizations the remaining directors fill a mid-term vacancy by majority vote, and the person they choose serves the rest of that term or until the next election. Two exceptions matter more than the rule: a seat emptied by removing a director usually goes back to the members, and your bylaws can change almost all of it.

This is our reading of these statutes, offered to support your own review, and it is not legal advice. Vacancy clauses in bylaws vary a great deal. Read yours, and confirm with your organization's attorney before you seat anyone.

First, Is the Seat Actually Vacant?

Boards fill seats that are not empty, and leave seats empty that are. Settle this before anything else.

A resignation. Get it in writing, with a date. In California a director may resign effective on giving written notice to the chair, the president, the secretary or the board, unless the notice names a later time, and if it takes effect in the future a successor may be chosen to take office when it does (Corp. Code §7224(c)). Under Robert's Rules a resignation is a request to be excused from a duty, and it may be withdrawn until it has been put before the body (RONR (12th ed.) 32:1-8). A director who says "I quit" in an argument and comes to the next meeting has probably not resigned.

A seat lost by operation of law. Some statutes empty a seat without anyone voting:

• In Florida, an HOA board member who becomes more than 90 days delinquent in any monetary obligation to the association is deemed to have abandoned the seat (Fla. Stat. §720.306(9)(b)).
• In Texas, a board member shown by official law enforcement records to have been convicted of a felony or a crime involving moral turpitude within the past 20 years is automatically considered removed (Prop. Code §209.00591(b)).
• In Florida, a director who does not file the required education certificate on time is suspended, and the board may fill the seat temporarily during the suspension (§720.3033(1)(b)).

An expired term is not a vacancy. When a term runs out, the seat is filled by election. Texas says so directly: a board member whose term has expired must be elected by the owners, and an appointment that breaks the rule is void (Prop. Code §209.00593(a), (c)). A board that keeps "appointing" people to expired seats is skipping elections. The eligibility rules for whoever is chosen are in HOA board member requirements by state.

Who Fills It: Read in This Order

• 1Your bylaws. Most have a vacancy clause, and it controls where the statute allows it to.

• 2Your state statute. It supplies the default when the bylaws are silent, and in a few states it overrides them. Nevada lets the executive board fill a vacancy notwithstanding any provision of the governing documents to the contrary (NRS 116.3103(2)(c)).

• 3Your parliamentary authority. Under Robert's Rules, the power to fill a vacancy belongs to whoever elected the position in the first place, unless the bylaws give it to the board, and the members of the body doing the filling are entitled to notice that it is on the agenda.

For a common interest community there is a boundary that keeps the first rule from swallowing the second. The executive board may not elect its own members. Filling a vacancy is the one exception (C.G.S. §47-245(b)(3); NRS 116.3103(2)(c); Ala. Code §35-8A-303(b)). It lets a board keep working. It is not a way to choose who sits on it.

When the Board Is Below Quorum

Three of five directors resign in the same week. The two who remain cannot hold a meeting with a quorum, so can they appoint anyone?

In most states, yes, and the statutes were written for this case:

• Florida. A vacancy may be filled by the affirmative vote of the majority of the remaining directors, even if the remaining directors constitute less than a quorum, or by the sole remaining director (§720.306(9)(c)).
• California. If the directors in office are fewer than a quorum, a vacancy may be filled by the unanimous written consent of the directors then in office, by a majority of them at a meeting held on proper notice, or by a sole remaining director (Corp. Code §7224(a)).
• South Carolina and Alabama. If the directors remaining are fewer than a quorum, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office (S.C. Code §33-31-811(a)(3); Ala. Code §10A-3A-8.10(a)(3)).

Use that power to restore a working board and then stop. Two directors who appoint three allies have followed the statute and lost the membership. If more than half the board is gone, an election is the better answer even where an appointment is allowed.

If nobody is left, the board cannot act and the members have to. California lets the members elect a director at any time to fill any vacancy the directors have not filled (Corp. Code §7224(b)). Elsewhere it usually means a special meeting called by the members under the statute or the bylaws.

Seats Emptied by Removal

The seat a director was voted out of is treated differently, because letting a board refill it would let the board undo what the members just did.

• California. A vacancy created by the removal of a director may be filled only by approval of the members, unless the articles or a bylaw approved by the members let the board fill it (Corp. Code §7224(a)).
• Florida. Filling vacancies created by recall follows the recall statute and the Division's rules, not the ordinary vacancy rule (§720.306(9)(c); §718.112(2)(d)9.).
• South Carolina. A director the board elected to fill the seat of a member-elected director may be removed without cause by the members, but not by the board (S.C. Code §33-31-808(h)).

If your board has just lost a member to a recall, do not appoint a replacement at the next meeting on the strength of the general vacancy clause. Check the removal provisions first. The recall process itself is in the HOA board recall guide by state.

How Long the Replacement Serves

There are two models, and which one you are under changes when the seat next appears on a ballot.

The unexpired term. Florida and Texas put the replacement in for the rest of the term the seat was already on. A seat with two years left stays filled by appointment for two years.

Until the next election, if that is sooner. Nevada and Connecticut cap the appointment at the unexpired term or the next regularly scheduled election, whichever comes first. Nevada adds that whoever is then elected to that seat serves only the remainder of the original term (NRS 116.3103(2)(c)). That keeps the staggered terms in step.

Where the statute is silent on length, as in California, South Carolina and Alabama, the bylaws decide. If yours say nothing, record the term in the resolution that fills the seat, so nobody argues about it a year later.

How to Run the Appointment

A vacancy filled quietly is the kind that gets challenged. Treat it like any other board decision that members care about.

• 1Announce the vacancy and invite owners or members to put their names forward, with a date.

• 2Check eligibility for everyone who does, against the same list you would use for an election.

• 3Put it on the agenda of a properly noticed board meeting. In Connecticut, notice of a board meeting goes to unit owners at least five days ahead with the agenda (C.G.S. §47-250(b)(5)).

• 4Vote in open session. No final vote belongs in an executive session.

• 5Record the vote in the minutes: the seat, the term it carries, who was appointed, and how each director voted.

• 6Tell the membership, and update whatever filings name your directors.

If the remaining directors split evenly on a replacement, the motion fails and the seat stays open. That is covered in can the board president vote.

When to Hold an Election Instead

An appointment is faster. An election is better when:

• The seat has most of its term left.
• More than one seat is open.
• The vacancy came out of a dispute and the board's choice will be read as taking a side.
• The board is below quorum.

Florida names the option in the statute: instead of appointing, the board may hold an election to fill the vacancy, following the election procedures in the governing documents (§720.306(9)(c)).

A special election does not have to mean another meeting. Where your state and documents allow a vote by ballot, the seat can be filled in a few weeks, with every member able to vote. On vote.direct an election of up to 25 voters is free, and above that the flat rate starts at $4.99 per election. The steps are in how to run an HOA board election.

Officer Vacancies Are a Different Question

A director's seat and an officer's position are two things. If the president resigns as president but stays on the board, there is no board vacancy.

Officers are usually elected by the board, so the board fills an empty office. Under Robert's Rules, when the presidency becomes vacant the vice president becomes president for the rest of the term unless the bylaws provide otherwise, and the vacancy to fill is then the vice presidency. Check your bylaws before the board votes on a new president it has no power to choose.

FAQ

Q: How do you fill a vacancy on a board of directors?

Read the vacancy clause in your bylaws, then your state statute. In most cases the remaining directors choose a replacement by majority vote at a noticed meeting, record it in the minutes and tell the members. If the vacancy came from a removal or recall, the members usually fill it.

Q: Can the board appoint a new member without an election?

For a mid-term vacancy, usually yes. Texas lets the board appoint to fill a vacancy (Prop. Code §209.00593(a)), Florida lets a majority of the remaining directors do it (§720.306(9)(c)), and Connecticut and Nevada let the executive board fill vacancies in its membership. A seat whose term has expired must be filled by election.

Q: How long does an appointed board member serve?

Either the rest of the unexpired term, as in Florida and Texas, or until the next regularly scheduled election if that comes sooner, as in Nevada and Connecticut. Otherwise your bylaws decide.

Q: What if so many directors resign that there is no quorum?

The remaining directors can usually still fill the seats. Florida, California, South Carolina and Alabama each let directors who are fewer than a quorum fill vacancies, and Florida and California let a sole remaining director do it.

Q: Who fills the seat after a board member is recalled?

Usually the members. In California a vacancy created by removal is filled only by the members unless the articles or a member-approved bylaw say the board may (Corp. Code §7224(a)). Florida sends recall vacancies to its recall statute.

Q: Can the board leave a seat empty?

The statutes cited here say the board may fill a vacancy. They do not set a deadline. But your bylaws fix the number of directors, a short board reaches quorum less easily and ties more often, and members can step in. In California the members may elect a director at any time to fill a vacancy the board has left open (Corp. Code §7224(b)).

Q: Does the board have to pick the candidate who came next in the last election?

No, unless your bylaws say so. It is a reasonable choice and often a popular one, but the remaining directors decide.

Q: Does the vice president automatically become president?

Under Robert's Rules, yes, unless your bylaws provide otherwise. That concerns the office, not the board seat.

The Bottom Line

A vacancy is the easiest board decision to get wrong, because it looks like housekeeping. Three questions settle most cases. Is the seat really vacant, or did a term simply expire? Did the vacancy come from a removal, in which case the members probably fill it? And how long does the replacement serve?

Answer those from your bylaws and your statute, fill the seat in an open meeting, and write the term into the minutes. If the board has shrunk below quorum or the seat is contested, give the choice back to the members and hold an election.

Sources: California Corporations Code §7224. Florida Statutes §720.306(9)(b), (9)(c); §720.3033(1)(b); §718.112(2)(d)9. Texas Property Code §209.00591(b); §209.00593(a), (c). Nevada Revised Statutes 116.3103(2)(c). Connecticut General Statutes §47-245(b)(3); §47-250(b)(5). South Carolina Code §33-31-808(h); §33-31-811. Code of Alabama §10A-3A-8.10; §35-8A-303(b). Robert's Rules of Order Newly Revised (12th ed.) 32:1-8, as cited in the official Frequently Asked Questions at robertsrules.com. Read on October 12, 2026.