Q&A: Filling a Board Seat

My association's documents say that the board must consist of five total members. This past election, only four people ran and got elected. Does the new board then have to appoint another member? If they choose not to for some reason—can any other unit owner step in and volunteer to serve as the fifth board member?

—Curious in Queens

“In order to determine how the fifth seat should be filled, the first step is to look to your condominium association’s bylaws and/or certificate of incorporation to determine if there are provisions regarding vacancies on the board of trustees,” says Gemma M. Giantomasi, an associate attorney at the law firm of Genova Burns Giantomasi Webster, which has offices in Manhattan, Newark and several New Jersey locations.

“If there are no provisions regarding how to fill vacancies in your condominium association’s bylaws and/or certificate of incorporation and your condominium association is formed as a New York Not-for-Profit corporation, the New York Not-for-Profit Corporation laws provide statutory requirements as to how to proceed.

“Specifically, the New York Not-for-Profit laws require that the board must have no less than three directors. Further, a director holds his or her position until his or her successor has been appointed and qualified. Therefore, if only four individuals run for five director positions for the upcoming board, one director from the prior board will remain in his or her position until successor has been elected, appointed and qualified.”

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