Most of our HOA board just resigned at once. What do the remaining directors do first?

By OurHOA · General information · Revised November 8, 2026

What to do when most of an HOA board resigns at once: confirm who is still in office, fill seats below a quorum, secure the bank and tell owners, with TX, FL, CO rules.

Part of the HOA board handbook: running the board.

Fill the seats before anything else

Directors who remain can usually rebuild the board themselves. Texas, Florida and Colorado all let remaining directors fill vacancies even when they are short of a quorum, unless the bylaws say otherwise. That is nearly the only thing a short board can do, so it comes first. Budgets, contracts and fines wait until a quorum exists. The order for the first week: get every resignation in writing, count your quorum, notice a meeting to fill seats, change the bank signers and tell owners. If nobody is left, or nobody will serve, the job passes to the owners. Rules vary by state and by your governing documents, and bylaws often change the defaults below. This guide is education, not legal advice. If the walkout came with a lawsuit or missing money, call the association's attorney on day one.

Find out who is still a director

An angry "I'm done" in a group text is a poor record. All three states describe a resignation as written notice: Texas Business Organizations Code 22.2111, Florida 617.0807 and C.R.S. 7-128-107. In Florida and Colorado it takes effect on delivery or receipt unless the notice names a later date. Reply to each person the same day: "Please confirm by signed letter or email that you resign from the board, and whether you also resign as an officer, effective on what date." Florida 617.0842 and C.R.S. 7-128-303 treat an officer's resignation separately, so someone may leave the board and still hold the treasurer title unless the letter or your bylaws settle it. Then ask for the most useful favor a departing director can give: a later effective date, even one week out. Florida 617.0807(2) and C.R.S. 7-128-110(6) let the board fill a seat before a future resignation takes effect, with the successor starting that day. A director who stays seven more days can vote on replacements. Also check terms. A director whose term has merely expired may still be serving. C.R.S. 7-128-105(5) keeps that person in office until a successor qualifies, and Texas 22.208(b) does the same when the documents set no term.

Count the quorum for your state

Take a five-seat board where three directors quit and two remain. In Texas, Tex. Bus. Orgs. Code 22.213 bases the quorum on the number of directors the bylaws set, so three is still the usual quorum and two cannot run the association. Florida 617.0824(1) works the same way: a majority of the prescribed number, unless the documents differ. Colorado differs. C.R.S. 7-128-205(1) uses a majority of directors in office immediately before the meeting begins, so two remaining directors could be a quorum of two. Many bylaws fix their own number, and that number controls. Put the result in the minutes: "The bylaws set five seats and a quorum of three. Two directors are in office."

Appoint replacements the right way

The authority comes from Tex. Bus. Orgs. Code 22.212(a) and Texas Property Code 209.00593(a), Florida 720.306(9), and C.R.S. 7-128-110(1)(c) with 38-33.3-303(3)(a). Florida's text says a sole remaining director may fill a vacancy. Appointees serve out the unexpired term. Before voting, check whether your bylaws send vacancies to the members instead. The vote has its own procedure: - Texas: Property Code 209.0051(h)(13) bars filling a vacancy outside an open, noticed meeting, so no email vote. Under 209.0051(e), a special meeting needs at least 72 hours' notice, posted and emailed to registered addresses, or mailed notice 10 to 60 days ahead. - Florida: post notice with the agenda at least 48 hours ahead, or mail or deliver it 7 days ahead, except in an emergency, under 720.303(2)(c). Section 720.303(2)(a) bars voting by email. - Colorado: meetings are open and agendas must be reasonably available under 38-33.3-308(2), and owners may speak before the vote under 308(2.5). Check your bylaws for the notice period. Three traps. Texas 209.00593(a) says a seat whose term has expired must be filled by the owners, so an appointment there is exposed. In Florida a new director must file an education certificate within 90 days under 720.3033(1), and 720.306(9)(b) treats a director more than 90 days delinquent as having abandoned the seat. Seats emptied by a recall follow different rules, such as Florida 720.303(10). Sample motion: "I move that [name] be appointed to the board seat vacated by [name] on [date], to serve the unexpired term ending [date], under [bylaw section]." If the walkout followed a public fight, invite volunteers in writing before you vote. Two directors quietly seating their friends is how the next recall starts.

If no directors remain or nobody will serve

With no directors in office there is no one to appoint, so owners have to act. Florida owners can call a special meeting with 10 percent of the voting interests, unless the documents set another figure, under 720.306(3). Florida also has a section written for this situation. Under 720.3053, if vacancies leave the board short of a quorum, any member may send a notice of intent to seek a receiver, by certified mail or personal delivery to the association and every member, and post it in the community. If the seats are still empty 30 days later, the member may petition the circuit court. The association pays the receiver's salary, court costs and attorney's fees, which makes a volunteer far cheaper. Colorado owners holding 20 percent of the votes, or a lower figure in the bylaws, can call a meeting under 38-33.3-308(1), with notice 10 to 50 days ahead. The nonprofit act adds a 10 percent written demand in 7-127-102 and court-ordered meetings in 7-127-103. The common interest act has no receiver section like Florida's. In Texas, Property Code 209.014 lets an owner demand a meeting if no annual meeting was called, and three or more owners may form an election committee after 30 days. A receiver under Tex. Bus. Orgs. Code 11.404 is a last resort, since the court must find other remedies inadequate. Our guide on restarting an HOA that has had no board for years has the meeting wording.

Protect the money and the records

A resigned director may still appear as a signer at the bank, and the bank does not know the board changed. Call the bank on day one, say a signer has resigned, and ask what it will do before it sees new paperwork. Most banks want minutes or a resolution from a board that can act, another reason to fill seats fast. Once you have a quorum, adopt the signer resolution and remove departing signers, card holders and online logins that same day. Keep autopay running on insurance, utilities and any loan, and list the bills and renewals due in the next 30 days. Call the insurance agent. Ask whether the directors and officers policy has a reporting duty, and report any known threat or demand now. Departing directors may know of one, so ask them. If a manager or bookkeeper works for you, confirm in writing who now gives instructions. Request records and property in writing, with a five-business-day deadline: checkbook, keys, passwords, files and the domain login. Florida sets that deadline in 720.303(10) for recalled directors. It does not name resignations, so use it as a yardstick. If someone refuses, see our guide on when a former board member won't return association property. Then update the filings. Texas 209.004(b) requires an amended management certificate within 30 days after the association has notice of a change in its information. Colorado 38-33.3-401(2)(a) requires registration details to be updated within 90 days. If the IRS responsible party left, file Form 8822-B within 60 days. Check whether the state's registered agent listing names someone who just quit.

What to tell owners

Owners will hear rumors within a day, so write first. Skip reasons and blame. "On [date], [number] directors of [association] resigned from the board. [Names] remain in office. The association's insurance, bank accounts and bills are being maintained. Dues are still due on the normal schedule to the usual address. The remaining directors will meet on [date] at [place or link] to fill the open seats under [bylaw section]. If you are willing to serve, reply by [date] with your name, address and a few sentences about yourself."

A 14-day plan

- Day 1: Ask for written resignations, phone the bank and the insurance agent, and read the bylaws on vacancies and quorum. - Day 2: Send the owner notice and the records request. List bills due in 30 days. - Days 3 to 7: Collect volunteers, check eligibility, and give meeting notice. - Days 5 to 9: Hold the meeting, fill seats, and put the resignations, quorum count and appointments in the minutes. - Days 9 to 11: With a quorum seated, elect officers, adopt the bank resolution and take it to the bank. - Days 11 to 14: Change passwords and gate codes, update filings, and send owners the new roster. - Within 90 days: Florida directors file education certificates. Put seats that stay open on the next election.

Where short boards go wrong

The usual error is carrying on as normal. Under most bylaws, two directors out of five approving a roof contract by text have not acted for the association. Save those items for the seated board, and have it review anything done during the gap. Don't appoint someone just to reach a number. An owner who agrees under pressure may quit within weeks and restart the problem. Ask for a commitment through the end of the term, and split duties so nobody inherits the whole job.

Sources

These guides are general education for HOA boards and residents, not legal, tax, or financial advice. Rules vary by state and by your community's governing documents - check with a professional for your situation.

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