msichan (Florida)
Posts: 2
Posts: 2
Posted:
Is a majority vote of the entire membership required to recall a board member? Can the BOD vote to recall one of their own wihtout having to get a majority vote of the entire membership?
A service of:
Community123.com
Professional websites for HOAs & condos, since 2004
Professional websites for HOAs & condos, since 2004
🎁 1st year FREE for HOATalk members! →
recall a board member
Started by msichan • 18 replies • 2077 views
💬 Join us to post & get advice from 50,000 HOA & Condo leaders.
Create Free Account →
⚡ Takes 30 seconds
Already a member? Log in
JulieS (Georgia)
Posts: 412
Posts: 412
Posted:
The specifics should be in your covenants.
Ours require 2/3 majority vote of eligible members (meaning they must be current on dues, not in violation, etc.). Our board members can remove a director if they have two unexcused absences, otherwise it is the majority vote.
Ours require 2/3 majority vote of eligible members (meaning they must be current on dues, not in violation, etc.). Our board members can remove a director if they have two unexcused absences, otherwise it is the majority vote.
GeraldT1 (<Not Specified>)
Posts: 519
Posts: 519
Posted:
msichan - Your gov. docs may require a petition of unit owners requesting a special meeting for the recall and should outline the process for recalling a board member and the percentage requirements. Typically, recalling a board member can only be removed by a majority vote of the community. Makes sense because it was the people that elected the board member. In my north new jersey community, board members can be removed from their officership (pres, vp, treas...)with our without cause by the board but still remain a board member. Unless of course the board member is not in good standing or something so aggregious occurs that it warrants instant removal or suspension. Gerald
RogerB (Colorado)
Posts: 5,067
Posts: 5,067
Posted:
msichan, check your By-laws. Usually the Board can remove a Director from office but not the Board. Usually the majority (or 2/3) of the members present at a members meeting, duly called (states the consideration of removal of a Board member will be on the agenda), can remove a Director from the Board.
PaulM (Pennsylvania)
Posts: 1,347
Posts: 1,347
Posted:
Roger, could you clarify what you wrote as reply to msichan's question...'usually the board can remove a Director from office but not the Board.' How do you differentiate? I understand an ELECTED Executive Board made up of perhaps three members/offices (Pres., Secy, Treas.)but are these three members also considered DIRECTORS. I don't understand how removal can be different based on the title or office held. Obviously, each HOA has to refer to their own Bylaws under "REMOVAL'; however, it appears to read that elected EXEC. BOARD MEMBERS are also DIRECTORS.
Am I assuming incorrectly? If you would be so kind as to explain an ELECTED EXEC. BOARD, AN APPOINTED EXEC. BOARD, AND 'DIRECTORS,
it would be most helpful. Thanks.
Am I assuming incorrectly? If you would be so kind as to explain an ELECTED EXEC. BOARD, AN APPOINTED EXEC. BOARD, AND 'DIRECTORS,
it would be most helpful. Thanks.
RogerB (Colorado)
Posts: 5,067
Posts: 5,067
Posted:
Paul, for an HOA corporation I consider all members of the Board of Directors to be Directors; and from the Directors the officers are elected, i.e., President, VP, Secretary, Treasurer, etc. Thus as I said usually (depending on the By-laws) the Board can remove an officer (such as the President) from office (such as President) but they would still remain a Director on the Board of Directors. Some large corporations may also have an Executive Board of Birectors.
RogerB (Colorado)
Posts: 5,067
Posts: 5,067
Posted:
Forgot to comment on an ELECTED EXEC. BOARD, AN APPOINTED EXEC. BOARD, AND 'DIRECTORS.
Some corporations, including some HOAs elect officers rather than Directors. This is an example of an elected executive board. These officers are members of the Board of Directors and are referred to by the title of their office. Whereas, most HOAs elect Directors and the Directors elect the officers. Those members of the Board of Directors who are not officers are referred to as Directors.
An example of an appointed executive board might be when the developer appoints the officers of the Board of Directors of the HOA in the beginning.
Some corporations, including some HOAs elect officers rather than Directors. This is an example of an elected executive board. These officers are members of the Board of Directors and are referred to by the title of their office. Whereas, most HOAs elect Directors and the Directors elect the officers. Those members of the Board of Directors who are not officers are referred to as Directors.
An example of an appointed executive board might be when the developer appoints the officers of the Board of Directors of the HOA in the beginning.
LisaS (Illinois)
Posts: 341
Posts: 341
Posted:
On the same vein...
We are a single family HOA that is a not-for-profit corporation. We have a Board member who very literally 'flipped out' (becoming verbally abusive, acting unblanaced, etc) and now has no contact with us. We have tried to contact him via emails and phone many times. No response. Yet, he has not resigned his seat.
We currently have no language in our CCR's to remove anyone. We are in the process of producing bylaws, but they have yet to be completed.
My understanding in Illinois is that we would need the same pople who voted our unbalanced member in would need to vote him out at a special meeting?
However, can we write a process for removal inot our new bylaws that would include only a majority Board vote to remove him? Any language suggestions?
We are elected 'directors' without specific seat titles.
Thanks!
Lisa
We are a single family HOA that is a not-for-profit corporation. We have a Board member who very literally 'flipped out' (becoming verbally abusive, acting unblanaced, etc) and now has no contact with us. We have tried to contact him via emails and phone many times. No response. Yet, he has not resigned his seat.
We currently have no language in our CCR's to remove anyone. We are in the process of producing bylaws, but they have yet to be completed.
My understanding in Illinois is that we would need the same pople who voted our unbalanced member in would need to vote him out at a special meeting?
However, can we write a process for removal inot our new bylaws that would include only a majority Board vote to remove him? Any language suggestions?
We are elected 'directors' without specific seat titles.
Thanks!
Lisa
RogerB (Colorado)
Posts: 5,067
Posts: 5,067
Posted:
Lisa, here is an example which may be of help.
ARTICLE SEVEN: POWERS AND DUTIES OF THE BOARD OF DIRECTORS
7.1 Powers
The Board of Directors shall act in all instances on behalf of the Association, except as provided in the Declaration, these Bylaws or the Act. The Board of Directors shall have, subject to the limitations contained in the Declaration and the Non Profit Act, the powers and duties necessary for the administration of the affairs of the Association, including the following powers and duties:
d) declare the office of a Member of the Board of Directors to be vacant in the event such Member shall be absent from two meetings of the Board of Directors;
ARTICLE SEVEN: POWERS AND DUTIES OF THE BOARD OF DIRECTORS
7.1 Powers
The Board of Directors shall act in all instances on behalf of the Association, except as provided in the Declaration, these Bylaws or the Act. The Board of Directors shall have, subject to the limitations contained in the Declaration and the Non Profit Act, the powers and duties necessary for the administration of the affairs of the Association, including the following powers and duties:
d) declare the office of a Member of the Board of Directors to be vacant in the event such Member shall be absent from two meetings of the Board of Directors;
LisaS (Illinois)
Posts: 341
Posts: 341
Posted:
Thanks Roger.
AngelaW (California)
Posts: 3
Posts: 3
Posted:
The bylaws should specify a what constitutes a quorum and typically it is not 100% and in our HOA its 33%.
BeauJ (Arizona)
Posts: 12
Posts: 12
Posted:
Look to your documents..& also to any NEW laws, enacted by your legislature...In Arizona, the legislature has taken a very active stand...there were approximately 12 items on their agenda..one pertaining to removal of a Director/Board member.
I would strongly advise not going that route..In my case, one homeowner demanded my removal, even going so far as to threaten a lawsuit. Our HOA Attorney came to a Board meeting & that was the end of the problem; when her few supporters heard the true facts & the possiblity that they would also be involved, they backed off. Not only did I finish my term, people keep asking me to run again. The next year I was named "Women of the Year". Directors are volunteers, many like myself, attending CAI meetings, Seminars & working with the legislature for the betterment of all homeowners. Riling up a Community is not the way to go...Suppport your Board..remember, each has only one vote..if the Community does not like someone, they can let their displeasure be shown by igoring that person in social and other matters. I was fortunate..had over 200 gifts, cards, flowers, food, dinners, etc just from the community ...PEOPLE ARE WONDERFUL! and HOAs are the way to go!
I would strongly advise not going that route..In my case, one homeowner demanded my removal, even going so far as to threaten a lawsuit. Our HOA Attorney came to a Board meeting & that was the end of the problem; when her few supporters heard the true facts & the possiblity that they would also be involved, they backed off. Not only did I finish my term, people keep asking me to run again. The next year I was named "Women of the Year". Directors are volunteers, many like myself, attending CAI meetings, Seminars & working with the legislature for the betterment of all homeowners. Riling up a Community is not the way to go...Suppport your Board..remember, each has only one vote..if the Community does not like someone, they can let their displeasure be shown by igoring that person in social and other matters. I was fortunate..had over 200 gifts, cards, flowers, food, dinners, etc just from the community ...PEOPLE ARE WONDERFUL! and HOAs are the way to go!
DonN (Michigan)
Posts: 357
Posts: 357
Posted:
Your governing documents, specifically the bylaws but could be the articles, may prescribe the requirements for recalling a board member. If the stated requirements are reasonable, then use them which typically require a petition by members for a special members' meeting for the recall.
If there are no requirements, then consult the state law concerning your property owners association — typically the nonprofit corporation act for your state. The state law may contain some default requirements in the event that the requirements for recall are not stated in either the bylaws or the articles.
If the requirements in either are either unreasonable or are unattainable, then consider a petition for a special members' meeting with two agenda items. The first is an amendment to the bylaws to add or amend the recall requirements to be reasonable and attainable. Reasonable requirements are by majority vote of those voting which is typically what is required for election. Then, the second agenda item is to vote on the recall of the board member. Since amendments to bylaws usually have immediate effect, the amended requirements then govern the recall.
Whether or not a board can recall one of its own members is also determined by the governing documents and state law.
If the governing documents and the law are not clear, it may be necessary to seek the advice of an attorney.
Don N.
If there are no requirements, then consult the state law concerning your property owners association — typically the nonprofit corporation act for your state. The state law may contain some default requirements in the event that the requirements for recall are not stated in either the bylaws or the articles.
If the requirements in either are either unreasonable or are unattainable, then consider a petition for a special members' meeting with two agenda items. The first is an amendment to the bylaws to add or amend the recall requirements to be reasonable and attainable. Reasonable requirements are by majority vote of those voting which is typically what is required for election. Then, the second agenda item is to vote on the recall of the board member. Since amendments to bylaws usually have immediate effect, the amended requirements then govern the recall.
Whether or not a board can recall one of its own members is also determined by the governing documents and state law.
If the governing documents and the law are not clear, it may be necessary to seek the advice of an attorney.
Don N.
Don Nordeen
Governance of Property Owners Associations
Governance of Property Owners Associations
WilliamT (Arizona)
Posts: 489
Posts: 489
Posted:
Posted By BeauJ on 06/17/2006 1:05 PM
Our HOA Attorney came to a Board meeting & that was the end of the problem;
Our HOA Attorney came to a Board meeting & that was the end of the problem;
I would be interested in knowing what your attorney said that caused the person to back off.
Arizona 33-1813 Removal of board members special meeting; has made it easier to remove board members. It overrides the bylaws and only requires a petition signed by at least 25 percent of the members to call a special meeting.
Only 20 percent attendance at the meeting constitutes a quorum. So if the petitioners have done ther job properly they should have enough votes to remove the director(s).
I would assume that in many cases anyone willing to go to the trouble of getting petitions signed has documented serious problems with the way the director(s) are performing and shouldn't have to worry about a law suit. Their potential problem is if they spread libelous mistruths instead of documented facts. In that case they probably wouldn't succeed in getting enough petition signatures anyway.
It sounds like the person was trying to bluff the board by threatening law suit, and did not know how to go about achieving his goal.
I believe a board who would file suit against someone who is trying to remove a director would be wasting community funds so the reason for your attorney attending was simply to call his bluff.
In your case it sounds like the person didn't have sufficient cause to warrant having you removed, and did not attempt to get petitions signed. He just threatened a lawsuit, and your attorney just called his bluff.
Congratulations on surviving the attempt.
Bill
LisaS (Illinois)
Posts: 341
Posts: 341
Posted:
I am the VP of our Board. Our Board (with the exception of the problem member)is very like-minded, professional, and efficient.
Unfortunately, in our situation the Not for Profit Act applies as our CCR's have no reference to removal, and we are in the process of writing our bylaws (we are only 18 months old). Not for Profit requires a special meeting and 200 votes to remove the Board member we are having trouble with. We can't even get 50 people to show up at a budget meeting!
It's very frustrating. To makes matters worse...the errant member is an attorney. Talk about irony.
Lisa
Unfortunately, in our situation the Not for Profit Act applies as our CCR's have no reference to removal, and we are in the process of writing our bylaws (we are only 18 months old). Not for Profit requires a special meeting and 200 votes to remove the Board member we are having trouble with. We can't even get 50 people to show up at a budget meeting!
It's very frustrating. To makes matters worse...the errant member is an attorney. Talk about irony.
Lisa
MargaretT (New Jersey)
Posts: 2
Posts: 2
Posted:
We have a situation on our board where the Treasurer revealed detail information on a landlord who was delinquent. This information was given to a new tenant. The landlord caught up on her dues so her new tenant could get a pool pass. However, financial details as to the amount due from the landlord and the lenght of time, legal info, etc. has the landlord wanting to sue the whole board. She taped the tenant call and details of her financial problems. This board member is also one that has been a tyrant on the board since Jan. and the board was already trying to stop her shenanigans. Can she be removed for breach of duty?
RogerB (Colorado)
Posts: 5,067
Posts: 5,067
Posted:
Margaret the answer to how to remove a Board member is in your Bylaws. I would gues the answer to your question is no she can not removed for breach of duty but can be a reason to consider going through the proper process to remove her. BTW delinquent accounts files are normally records that are open for review by members. Legal information is not. The Board could set up policies for Directors to follow and offer an apology for any embaressment this caused to the owner.
SwanB (Washington)
Posts: 199
Posts: 199
Posted:
We had a situation on a previous Board where the Secretary sent an anonymous fax to the Dept. of Revenue listing the names of 30 plus members who rent their homes out. Her intent was to turn them in for not paying state sales tax. However when the DoR investigated the members all were found to have paid their sales tax on all their rental income through the property management companies they use.
It got worse when representatives of the 30 plus members attended a Board meeting and asked if the Board was aware of this list being sent to the DoR and were told they knew nothing, by every member at the meeting, including the Secretary. A copy of the fax machine log from the office however indicated the number of DoR and the Secretary resigned as a result the log being revealed. The Secretary didn't know fax machines created and retained logs of calls made.
This was also the same volunteer/paid office staff position conflict of interest and the same Board with the hidden agenda going after members who rented....what a mess. It was really hard to tell who was 'in the know' and who really wasn't aware of the shenanigans going on.
It got worse when representatives of the 30 plus members attended a Board meeting and asked if the Board was aware of this list being sent to the DoR and were told they knew nothing, by every member at the meeting, including the Secretary. A copy of the fax machine log from the office however indicated the number of DoR and the Secretary resigned as a result the log being revealed. The Secretary didn't know fax machines created and retained logs of calls made.
This was also the same volunteer/paid office staff position conflict of interest and the same Board with the hidden agenda going after members who rented....what a mess. It was really hard to tell who was 'in the know' and who really wasn't aware of the shenanigans going on.
MargaretT (New Jersey)
Posts: 2
Posts: 2
Posted:
Not what I hoped to hear. Do not want to go thru the recall process. We will try to vote to remove her as Treasurer as that was a suggestion by another member of HOATalk. She is in fact NOT performing those duties. As I am understanding this the other 4 elected members can vote this. Thanks. I will keep reading up on this.
🎯 You've read this entire discussion
Join the conversation with 50,000 HOA & Condo Leaders:
- ✓ Ask follow-up questions
- ✓ Share your experience
- ✓ Get expert advice
- ✓ Access 350,000 discussions
Create Free Account →
⚡ Takes 30 seconds
Already a member? Log in here