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.) Since an association cannot operate without a board, the recalled board stays in place until a new board is elected.
Replacement Directors. The bill sponsored by Marjorie Murray's Center for California Homeowner Association Law (CCHAL), SB 323, significantly lengthened the timeline for the election of directors. In so doing, it now exceeds the timeline for the recall of directors. That means the election of directors cannot occur at the same time as the recall of directors. To make the timelines work, the recall of directors must occur first. If the recall is successful, the directors remain in place until a second election can be scheduled for replacement directors. Before SB 323, the recall of directors and election of replacements took from 30 to 90 days. Now it takes five to seven months.
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.