Can the HOA Board Have Only One Member in New York?

Question:

Is it legal for an HOA Board to operate with only one member? Does that one member have the legal right to pick and choose which parts of the declarations and covenants to follow?

– Donna

 

Answer:

Hi Donna,

If your HOA is organized as a nonprofit, then you must follow the New York Not-for-Profit Corporation Law. According to the New York Not-for-Profit Corporation Law ยง 702(a), “The number of directors constituting the entire board shall be not less than three. Subject to such limitation, such number may be fixed by the by-laws or by action of the members or of the board under the specific provisions of a by-law allowing such action, or by any number within a range set forth in the by-laws. If not otherwise fixed under this paragraph, the number shall be three.”

However, if your HOA is operates under the New York Business Corporation Law, as most cooperative associations do, the statute is as follows: “The board of directors shall consist of one or more members. The number of directors constituting the board may be fixed by the by-laws, or by action of the shareholders or of the board under the specific provisions of a by-law adopted by the shareholders. If not otherwise fixed under this paragraph, the number shall be one. As used in this article, “entire board” means the total number of directors which the corporation would have if there were no vacancies.”

It is also worth checking your bylaws to see if there are any provisions that can apply. Additionally, HOA boards must enforce all covenants consistently and uniformly.

Disclaimer: We are not lawyers. The information provided on this website does not constitute legal advice.

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