Replacement Term
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TERM OF REPLACEMENT BOARD

When a board or any individual director is recalled by the membership, the term of office of the replacement directors is limited to the remaining term of the directors they replaced. (Corp. Code §7220(b).)

In Samii v La Villa Grande HOA, candidates were elected in August 2007 to one year terms. In April 2008 the entire board was recalled and in June 2008 replacement directors were elected to serve the remaining two months of the recalled directors’ terms. However, the new board refused to hold the regularly scheduled annual election, arguing that they should serve until July 2009.

In its unpublished decision, the Court of Appeal held that if an association refuses to hold an election as required by the governing documents, any association member can file a petition in Superior Court seeking a summary order that the election be held as authorized by Corporations Code §7510(c).

Determining Staggered Terms. If a board has staggered terms and is recalled, the election of replacement directors requires a determination of which directors get the longest terms. That is determined by the vote count. Those directors receiving the highest number of votes are elected to the open seats with the longest terms.

EXAMPLE: Assuming a five-member board with staggered terms is successfully recalled where three directors had one-year remaining terms and twp had one-month remaining terms, the three candidates receiving the highest number of votes fill the seats with one-year terms. The next two elected candidates fill the one-month terms. That means the two newly elected directors with one-month terms must stand for reelection in thirty days.

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Adams Stirling PLC