QUESTION: In the event of a recall of the entire board is it necessary to vote at the same time for new directors or do we operate without a board for a brief period?
ANSWER: An association should never operate without a board. By law, corporations are required to have a board of directors: Each corporation shall have a board of directors. . . . the activities and affairs of a corporation hall be conducted and all corporate powers shall be exercised by or under the direction of the board. Corp. Code §300; §7210.)
Replacing Directors. Since an association cannot operate without a board, the recalled board stays in place until a new board is elected. Unfortunately, because of election timelines imposed by Marjorie Murray's Center for California Homeowner Association Law, the recall of directors and the election of replacement directors cannot occur at the same time. The statutory timeline for the recall of directors is much shorter than the timeline for the election of directors.
Recommendation: Associations should seek legal counsel when faced with a petition to recall one or more directors.
ASSISTANCE: Associations needing legal assistance can contact us. To stay current with issues affecting community associations, subscribe to the Davis-Stirling Newsletter.