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Subject: Board has missed 2 out of 5 meetings
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KarolL
(Illinois)

Posts:9


04/16/2019 1:58 PM  
Our current Board has had to cancel 2 out of the last 5 meetings because they didn't have a quorum. Our candidate form clearly states the time investment that that we have monthly homeowner meetings. Decisions can't be made unless they are in front of homeowners. Is this cause for removal?
JohnC46
(South Carolina)

Posts:8561


04/16/2019 2:02 PM  
No.
SueW6
(Michigan)

Posts:531


04/16/2019 2:24 PM  
Is it the same people preventing the quorum? Most bylaws say 3 consecutive meetings missed, and it’s cause for removal.

Other boards have alternates who jump in to make sure there is a quorum.

Another thing to consider is if monthly meeting are really necessary. How large is your HOA? Do you have a MC?
KarolL
(Illinois)

Posts:9


04/16/2019 2:37 PM  
It's a large association, over 500 units. We do have a management company. I couldn't find anything in our bylaws but I'm still looking.
GeorgeS21
(Florida)

Posts:1263


04/16/2019 2:51 PM  
No harm, no foul.

Perhaps several board members took vacation at the same time. Perhaps they had family emergencies at the same time. Perhaps they simply had a dinner party and then a birthday party for a common friend.

Are decisions that need to be made being avoided and there is negative outcome?

I'm assuming you know they could likely make decisions by email, or by phone, if it was an emergency?
SteveM9
(Massachusetts)

Posts:3301


04/16/2019 4:55 PM  
gosh, if we had monthly meetings, i wouldn't show up either. we have a meeting once a year, everything else is done via email
KerryL1
(California)

Posts:6541


04/16/2019 5:09 PM  
Unlike the states of some other responders here, I think IL is an open meeting state so almost all decisions must be made at open meetings that Owners can attend. Is that right, Karol?

What size is the Board? Do you have any sense why directors cannot attend? Are they the same directors who've missed both meetings? Are there particular pieces of business the you feel are being neglected.

Sue mentioned "alternate" directors and I must say I've never heard of such an arrangement. Our HOA is only 200+ high rise condos and yes we do need a monthly meeting even though we have a full-time onsite PM. Some HOAs just are more complicated than others.

Owners can vote in new directors at your annual meting or, though more complicated and time-consuming, recall the current board or some existing directors.

But do see what your bylaws say or IL HOA or corporations codes. I'm not so sure that many bylaws have an 3-absensesand you're-out clause.
GenoS
(Florida)

Posts:3133


04/16/2019 7:57 PM  
Posted By KarolL on 04/16/2019 1:58 PM
Our current Board has had to cancel 2 out of the last 5 meetings because they didn't have a quorum. Our candidate form clearly states the time investment that that we have monthly homeowner meetings. Decisions can't be made unless they are in front of homeowners. Is this cause for removal?


Probably not. Check your state laws. In Florida, absolutely not.
BobB31
(Florida)

Posts:121


04/17/2019 6:12 AM  
Posted By GenoS on 04/16/2019 7:57 PM
Posted By KarolL on 04/16/2019 1:58 PM
Our current Board has had to cancel 2 out of the last 5 meetings because they didn't have a quorum. Our candidate form clearly states the time investment that that we have monthly homeowner meetings. Decisions can't be made unless they are in front of homeowners. Is this cause for removal?


Probably not. Check your state laws. In Florida, absolutely not.



Except that per FS 720.303(10)a:
Regardless of any provision to the contrary contained in the governing documents, subject to the provisions of s. 720.307 regarding transition of association control, any member of the board of directors may be recalled and removed from office with or without cause by a majority of the total voting interests
DouglasK1
(Florida)

Posts:1429


04/17/2019 7:03 AM  
Posted By BobB31 on 04/17/2019 6:12 AM
Posted By GenoS on 04/16/2019 7:57 PM
Posted By KarolL on 04/16/2019 1:58 PM
Our current Board has had to cancel 2 out of the last 5 meetings because they didn't have a quorum. Our candidate form clearly states the time investment that that we have monthly homeowner meetings. Decisions can't be made unless they are in front of homeowners. Is this cause for removal?


Probably not. Check your state laws. In Florida, absolutely not.



Except that per FS 720.303(10)a:
Regardless of any provision to the contrary contained in the governing documents, subject to the provisions of s. 720.307 regarding transition of association control, any member of the board of directors may be recalled and removed from office with or without cause by a majority of the total voting interests



Geno's point was that bylaws that allow the board to remove a director after missing a certain number of meetings are not valid. The membership can certainly still do a recall.

Escaped former treasurer and director of a self managed association.
BobB31
(Florida)

Posts:121


04/17/2019 7:21 AM  
Posted By DouglasK1 on 04/17/2019 7:03 AM
Posted By BobB31 on 04/17/2019 6:12 AM
Posted By GenoS on 04/16/2019 7:57 PM
Posted By KarolL on 04/16/2019 1:58 PM
Our current Board has had to cancel 2 out of the last 5 meetings because they didn't have a quorum. Our candidate form clearly states the time investment that that we have monthly homeowner meetings. Decisions can't be made unless they are in front of homeowners. Is this cause for removal?


Probably not. Check your state laws. In Florida, absolutely not.



Except that per FS 720.303(10)a:
Regardless of any provision to the contrary contained in the governing documents, subject to the provisions of s. 720.307 regarding transition of association control, any member of the board of directors may be recalled and removed from office with or without cause by a majority of the total voting interests



Geno's point was that bylaws that allow the board to remove a director after missing a certain number of meetings are not valid. The membership can certainly still do a recall.



Ah! (in my best Emily Litella voice) Never mind.
BillH10
(Texas)

Posts:385


04/17/2019 8:08 AM  
Karol

I'm curious--are the Board members polled in advance of setting the date to determine who will be available when or is the date set by existing predetermined schedules or arbitrarily by one person, such as the President.

Regardless, my suggestion is it is the responsibility of the President to get to the bottom of this. Why are the Directors missing the meetings? And, why would this not be investigated before asking about removing elected directors?

If the missing directors are boycotting, you have an entirely separate set of issues to address.
KarolL
(Illinois)

Posts:9


04/17/2019 11:46 AM  
Hi Bill,

The Board members set the dates for the meeting, which is then sent to the homeowners. The President is one of the members who's missed twice now, showed up late for the 1st meeting. Reasons for missing the meetings are various (watching the kids, working, traveling, sick) but we do allow them to call in, which they did not do.
KarolL
(Illinois)

Posts:9


04/17/2019 11:49 AM  
Yes, that's correct. They cannot meet virtually to discuss or vote as a Board. The Board consists of 5 members. Decisions regarding contracts, appeals, are now being delayed.
GenoS
(Florida)

Posts:3133


04/17/2019 12:29 PM  
Posted By BobB31 on 04/17/2019 6:12 AM
Posted By GenoS on 04/16/2019 7:57 PM
Posted By KarolL on 04/16/2019 1:58 PM
Our current Board has had to cancel 2 out of the last 5 meetings because they didn't have a quorum. Our candidate form clearly states the time investment that that we have monthly homeowner meetings. Decisions can't be made unless they are in front of homeowners. Is this cause for removal?


Probably not. Check your state laws. In Florida, absolutely not.



Except that per FS 720.303(10)a:
Regardless of any provision to the contrary contained in the governing documents, subject to the provisions of s. 720.307 regarding transition of association control, any member of the board of directors may be recalled and removed from office with or without cause by a majority of the total voting interests

That's the point. A majority of owners can vote to recall a board member with or without cause. The byalws can't add any other requirements, such as one that requires attendance at meetings. A majority of owners could vote to recall a director because they don't like how she misses a lot of meetings. A majority of owners could vote to recall a director because they don't like the way he looks at their cats.

For any reason or for no reason, a majority of owners can vote to recall a director and remove them from the board. The recall vote has to be conducted properly.
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