Q. We are a small 24-unit condo complex in Bergen County. As it is in many walks of life these days, it seems that nobody wants to serve on the board of managers. We seemingly have the same people all the time and they keep serving over and over again just to keep things running smoothly. What happens if no one wants to serve and there is no board?
—Worried in Washington Township
A. “What you describe is a common problem, especially in smaller condominium associations,” says Bruce J. Ackerman, member and head of the corporate/commercial practice of the Hackensack-based law firm of Pashman Stein Walder Hayden, P.C. “It is typical that one person is the true force and leader in terms of getting anything done. When that leader moves or retires, many associations are set adrift and apathy often prevails. Unless the association is large enough to engage professional management, all work is left to those unit owners who are willing to spend their time to manage the property.
“The bylaws in most associations cover the scenario when no one wants to serve as trustee, at least in part. For example, most bylaws 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.”