Get 2 months of free community web site hosting from Community123.com!
Friday, July 20, 2018
Get 2 months of free community web site hosting from Community123.com!


SBCA: Free education for HOAs and condos on satellite placement issues.
(National Trade Organization)
Helping HOAs, condos and property managers with satellite placement issues since 1986.
Only members have access to all features.
Click here to join HOATalk for Free! Members click here to login and access all features.
Subject: What is actually confidential/BOD removing directors?
Prev Next
Please login to post a reply (click Member Login on the menu).
Author Messages
JenniferG11
(Texas)

Posts:243


07/06/2018 3:10 AM  
I think our BODs feel that an awful lot they think is confidential actually is not. For example, whether a board member was voted off or resigned. The difference matters, because they are not permitted to vote someone off, unless it is for cause, like they committed a felony or disqualified themselves from serving by falling behind on dues, etc.

It seems to always be a secret here unless one can talk to the person directly and then you have to decide whether to believe them. Rumors go around. People say 'I don't know if Bob resigned or was voted off', and everyone I talk to believes that it's proper for the BOD *to* vote people off, including me until a few hours ago. :-) The board always just says there was a change, giving no reason why or how.

This should not be a secret, or else there is no way for members to know whether it was proper. Rogue boards could dispatch with the will of the voters. Conspire to get rid of so and so and get so and so on, so they can run the table (which, I admit, in some circumstances would be ok with ME, depending on who we are talking about :p, but if it isn't proper, it isn't proper).

I don't even think 'removed for cause' is enough, since that doesn't tell us what the cause allegedly was, again, we don't know if it's valid.

GeorgeS21
(Florida)

Posts:349


07/06/2018 4:43 AM  
Only attorney privileged meetings are considered restricted, or secret. Rather narrow definition, usually.

Usually, only membership may remove a director. Boards may remove officers. Relates to who elected them.

What do your docs say?
JenniferG11
(Texas)

Posts:243


07/06/2018 4:53 AM  
Posted By GeorgeS21 on 07/06/2018 4:43 AM
Only attorney privileged meetings are considered restricted, or secret. Rather narrow definition, usually.

Usually, only membership may remove a director. Boards may remove officers. Relates to who elected them.

What do your docs say?




That only members of the association can remove directors, and only members of the BOD may remove officers.

However, you said 'depends on who elected them'. So you are saying that if a vacancy was legally filled by the BOD, they would then be able to vote that person away?
JenniferG11
(Texas)

Posts:243


07/06/2018 4:55 AM  
Posted By GeorgeS21 on 07/06/2018 4:43 AM
Only attorney privileged meetings are considered restricted, or secret. Rather narrow definition, usually.





Some feel that individuals' delinquencies are confidential, with which I agree unless it is a board member or candidate in question, and then IMO we have the right to that information because we have the right to know if a candidate or board member is and remains eligible to serve.
GeorgeS21
(Florida)

Posts:349


07/06/2018 4:59 AM  
I would say, no, that the Board was acting on behalf of the membership in filling the vacancy.

Not black and white in that case, though. Mainly because the director would be replacing a director elected by membership. Some board can appoint to fill openings of any kind ...different context, then.

I would still construe it, as that, unless there is other language in the Bylaws.
JenniferG11
(Texas)

Posts:243


07/06/2018 5:10 AM  
Posted By GeorgeS21 on 07/06/2018 4:59 AM
I would say, no, that the Board was acting on behalf of the membership in filling the vacancy.

Not black and white in that case, though. Mainly because the director would be replacing a director elected by membership. Some board can appoint to fill openings of any kind ...different context, then.

I would still construe it, as that, unless there is other language in the Bylaws.




There is nothing in them to address how the person came to be a director when it discusses how a director may be removed or replaced. It might be in the Texas Business Organization Act.

The by-laws definitely say they can appoint to fill a vacancy, but they can't cause the vacancy.........
JenniferG11
(Texas)

Posts:243


07/06/2018 5:12 AM  
Posted By GeorgeS21 on 07/06/2018 4:59 AM
I would say, no, that the Board was acting on behalf of the membership in filling the vacancy.

Not black and white in that case, though. Mainly because the director would be replacing a director elected by membership. Some board can appoint to fill openings of any kind ...different context, then.

I would still construe it, as that, unless there is other language in the Bylaws.




So the members elect Bob and Bob resigns. Sally is appointed by the board to take Bob's place. your post above seemed to indicate that now Sally serves at the pleasure of the BOD, not the members?
GeorgeS21
(Florida)

Posts:349


07/06/2018 6:07 AM  
No. I would argue that since Bob was elected by the membership, and the Board filled his vacancy with Sally, that Sally is, de facto, Bob’s replacement in all ways and that only the membership can replace Sally.
RichardP13
(California)

Posts:2751


07/06/2018 12:04 PM  
The generally excepted rule is if the Board appointed someone, they have the power to fire them. If the Members voted to elect a Board member, only the Member may recall them, unless they failed to meet certain Director qualifications , such as missing meeting, being a felon, delinquents, which all should in your Bylaws.

If a Board appoints someone, and then they have elected at the next annual meeting, then the Member rule applies.
GenoS
(Florida)

Posts:2228


07/06/2018 1:34 PM  
Depends on the state. In Florida only a majority of homeowners may remove a director from the board regardless of how that director got there (elected or appointed to fill a vacancy). I'm in agreement with everything George said above, with respect to Florida.
KerryL1
(California)

Posts:5389


07/06/2018 2:36 PM  
If a director resigns, this should certainly be noted in the subsequent board meetings minutes. Something like: "Joe Good resigned from xxx's board of directors effective July 30, 2018. We thank him for his fine service to our community (if true!)."

This way, you'll know how Joe left the Board/why there is a vacancy.

JohnC46
(South Carolina)

Posts:7594


07/06/2018 2:36 PM  
Posted By GeorgeS21 on 07/06/2018 6:07 AM
No. I would argue that since Bob was elected by the membership, and the Board filled his vacancy with Sally, that Sally is, de facto, Bob’s replacement in all ways and that only the membership can replace Sally.




I disagree. Yes Sally is Bob's replacement but as the BOD appointed Sally, the BOD can remove her.
KerryL1
(California)

Posts:5389


07/06/2018 4:03 PM  
I think JohnC is correct, but I don't have time to look it up. Ditto, Richard is correct.

JenniferG11
(Texas)

Posts:243


07/06/2018 8:00 PM  
I think it is the Texas Business Organization Act and TUCA I have to look to if there is a difference for appointees. Our docs don't address anything different for them.
JenniferG11
(Texas)

Posts:243


07/06/2018 8:01 PM  
Posted By KerryL1 on 07/06/2018 2:36 PM
If a director resigns, this should certainly be noted in the subsequent board meetings minutes. Something like: "Joe Good resigned from xxx's board of directors effective July 30, 2018. We thank him for his fine service to our community (if true!)."

This way, you'll know how Joe left the Board/why there is a vacancy.





I agree. We didn't have minutes for almost a year.
JenniferG11
(Texas)

Posts:243


07/06/2018 8:12 PM  
Ha. Goggling brought me back here. To another thread regarding Texas HOA:

Posted By NigelB on 05/17/2017 7:15 PM





Texas Business Organizations Code - Title 2
Sec. 22.211. REMOVAL OF DIRECTOR. (a) A director of a corporation may be removed from office under any procedure provided by the certificate of formation or bylaws of the corporation.

(b) In the absence of a provision for removal in the certificate of formation or bylaws, a director may be removed from office, with or without cause, by the persons entitled to elect, designate, or appoint the director. If the director was elected to office, removal requires an affirmative vote equal to the vote necessary to elect the director.

Basically, you have to look to your governing documents which should specify the procedure for removing a director - our Bylaws state that a board member may be removed with or without cause by a majority vote of the members of the association. That means that over 50% of the persons eligible to vote in our HOA must agree to the removal.




Seems to send me back to our docs.
Please login to post a reply (click Member Login on the menu).
Forums > Homeowner Association > HOA Discussions > What is actually confidential/BOD removing directors?



Get 2 months of free community web site hosting from Community123.com!



News Articles Provided by: Community Associations Network
News, articles and blogs about condos/HOA's

Only members have access to all features.
Click here to join HOATalk for Free! Members click here to login and access all features.







General Legal Notice:  The content of forum messages are from the posting member and have not been reviewed nor endorsed by HOATalk.com.  Messages posted by HOATalk or other members are for informational purposes only, are not legal or professional advice and do not constitute an attorney-client relationship.  Readers should not act upon this information without seeking professional counsel.  HOATalk is not a licensed attorney, CPA, tax advisor, financial advisor or any other licensed professional.  HOATalk accepts ads from sponsors but does not verify sponsor qualifications nor endorse/guarantee any sponsor's product or service.
HindmanSanchez Legal Notice:  (For messages posted by HindmanSanchez) This message has been prepared by HindmanSanchez for informational purposes only and does not constitute legal advice. This information is not intended to create, and receipt of it does not constitute an attorney-client relationship. Members of HOATalk.com should not act on this information without seeking professional counsel. Please do not send us confidential information unless you speak with one of our attorneys and get authorization to send that information to us. If you wish to initiate possible representation, please contact an attorney in our firm. Our attorneys are licensed to practice law in the state of Colorado only.

Legal Notice For Messages Posted by Sponsoring Attorneys: This message has been prepared by the sponsoring attorney for informational purposes only and does not constitute legal advice. This information is not intended to create, and receipt of it does not constitute an attorney-client relationship. Readers of HOATalk.com should not act on this information without seeking professional counsel. Please do not send any sponsoring attorney confidential information unless you speak with the sponsoring attorney or an attorney from the sponsoring attorney’s firm and get authorization to send that information to them. If you wish to initiate possible representation, please contact an attorney in the firm of the sponsoring attorney. Sponsoring attorneys that post messages here are licensed to practice law in a specific state or states as indicated in their message signature or sponsor’s profile page. (NOTE: A ‘sponsoring attorney’ is an attorney that is a HOATalk.com official sponsor and is identified as such in the posted message or on our sponsor page.)

Copyright HOA Talk.com, A Service of Community123 LLC ( Homeowners Association Discussions )   Terms Of Use  Privacy Statement