How to Fill HOA Board Vacancy After Resignation in Ohio

Your HOA bylaws should be able to tell you how to proceed when a board member resigns, including election or appointment procedures. Quorum requirements should be defined within your bylaws as well.

That said, the Ohio Nonprofit Corporation Law also provides some guidance, if your HOA is organized as a nonprofit corporation. Section 1702.29(c) states:

“Unless the articles or the regulations otherwise provide, the remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any vacancy in the board for the unexpired term. Within the meaning of this section, a vacancy exists in case the voting members increase the authorized number of directors but fail at the meeting at which such increase is authorized, or an adjournment thereof, to elect the additional directors provided for, or in case the voting members fail at any time to elect the whole authorized number of directors.”