—Worried in West New York
“The bylaws in most associations cover the scenario when no one wants to serve as trustee, at least in part. For example, most by-laws provide that the remaining trustees shall have the right to choose to replace the open positions, at least until the next general election or annual meeting. In addition, it is usually provided that the last standing trustee shall appoint his or her replacements. The New Jersey not-for-profit statute, N.J.S.A. 15A:6-5, provides that, unless otherwise set forth in the bylaws, whatever vacancy occurs shall be filled by the remaining trustees, except where all trustees are removed. A special election of the unit owners (the members) shall be called to fill the vacancies. The law also provides, “If by reason of death, resignation or other cause, a corporation has no trustees in office, any member or the executor or administrator of a deceased member may call a special meeting of members for the election of trustees and, over the signature of that person, shall give notice of the meeting” as provided by law.
“As a last resort, if no one will serve, the hurdle to overcome is that most bylaws restrict the appointment of trustees to those owning units. Therefore, if you need to secure outside paid managers/trustees, then you likely need to amend your bylaws to permit the appointment of trustees who are not unit owners.”