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Subject: Removal of Board officer

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DonnaS
(Tennessee)

Posts:2948

07/25/2008 11:29 AM
Here again, we have gotten away from the O.Ps original question. "It does state in our bylaws about recall and removal,I was just hoping as Board members we could do it without the rest of the communities involvement. I guess we need to change our by-laws for the future." Simon, If you do not read what I posted from the Statutes 720 and 617 (Not For Profit Inc) then you will not know the answer to your original question. The MEMBERSHIP has to remove the Director/Officer from the Board by a vote. It's in the Statutes in 2 differnt places. NO, you cannot change the Bylaws to do it any other way. If you could, the Statutes would read "UNLESS THE GOVERNING DOCUMENTS STATE OTHERWISE" Yours do not read that way. They must say that removal is by vote of the membership according to 720 and 617, don't they?

MaryA1
(Arizona)

Posts:2498

07/25/2008 11:33 AM
Posted By MaryA1 on 07/24/2008 7:33 AM Simon stated the officers are elected by the members. If this is the case, then, IMO, they can only be removed from their position by a vote of the members. Unelss there is another provision in the bylaws allowing the directors to remove an officer, i.e. for delinquency of assessments; for missing so many board meetings; for no longer being a property owners, etc., etc. If the officers are elected by the members the directors cannot strip an officer of his duties as some have suggested. Gerald, Perhaps you didn't see this message I posted after Simon posted the message Glen just referenced. And, I guess Simon didn't see it either! IMO, this answers Simon's question about how can the current Pres. be removed. ! Guess this is what happens when all the messages posted aren't read!

GeraldT4

Posts:934

07/25/2008 12:27 PM
DonnaS - Statute states "...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. Emphasis on "may be recalled", not "must be recalled". Once again, Simon, please review and site your governing documents pertaining to officers.

GeraldT4

Posts:934

07/25/2008 12:29 PM
Mary - You are right only if Simon's governing documents state that officers are chosen by the community. Otherwise, Simon's question remains unanswered.

MaryA1
(Arizona)

Posts:2498

07/25/2008 1:02 PM
Posted By SimonS on 07/23/2008 2:45 PM The president as well as all other officers are elected by the homeowners, on the ballot each person's name as well as the position he will fill. The Board does not elect its officers, we have 6 directors and 5 officers that make up the board. 5 Board members/officers will quit if he doesn't resign otr be removed. He has crippled the Board from doing their job for the community because of his wanting to control everyone and everything. It does state in our bylaws about recall and removal,I was just hoping as Board members we could do it without the rest of the communities involvement. I guess we need to change our by-laws for the future. SimonS Gerald, Above is the message from Simon which I referenced in my last message and Glen posted earlier today; at 11:08 am to be exact. Simon specifically states the officers are elected by the homeowners.

GeraldT4

Posts:934

07/25/2008 1:19 PM
Mary, Notice how Simon is absent from these discussions? All he's posted is that the president as well as all other officers are elected by the homeowners. Florida statute only states that directors may, stress may be removed from office by owners. Not must be removed. Nor does statute state that officers must be voted in by the owners. What we need to know is what governing article are the homeowners using to vote the officers into office.

MaryA1
(Arizona)

Posts:2498

07/27/2008 1:56 AM
Gerald, Since Simon has dropped his own thread, perhaps we should all do the same. You know, this happens all the time. Someone posts a message, we all excitedly respond, and the OP vanishes.

SimonS
(Florida)

Posts:15

07/30/2008 7:13 AM
I have not dropped the ball but have been out of town for a few days and not able to respond to your comments that I very much appreciate and rely on for information that seems very hard to come by without having to pay legal expenses,our lawyer does not want to talk to other HOA board members and officers. If they have questions and in the rare instance that she does, she charges a fee. Our florida community has 2 associations, one is the Homeowner's association, the other is the Maintenance association, each follow the communities covenants and rules and regulations regarding common property but each Association has it's own set of by-laws that differ in several regards,one being how officers are elected. Before election time, the HOA board decides who is going to fill positions, it is then sent to the nominating committee who announces at the october meeting who the people are and the positions that they will hold. The community membership votes on the person and his title, usually there is no opposition and never 2 people up for the same position because no one wants to volunteer and have responsibility. Donna, I understand what chapter 720 states, I was just asking if there was a way that we could get the president to step down from his position if 6 out of 11 Board members express a vote of no confidence partly because that he is failing to inform his fellow Board members of important issues until they become a crisis or found out through the grapevine. When I stated that we need to change our bylaws, we need to change how the officers are elected, that after they are installed as board members we then can decide who our officers will be. Our bylaws can be voted and changed at a homeowners meeting.I understand that The way everyone is talking, we then could ask the president to step down, remain on the Board and vote as board members a new officer to replace him. The maintenance association votes on their officers after the election and installation. Do I make sense? Our laws that govern our community are very confusing and contradict each other from one sentence to the next and really need to be updated, but until then we have to find answers the best way we can. Our Board is not able to do any good for the community as it stands currently. Simon

GeraldT4

Posts:934

07/30/2008 7:49 AM
Yes or no, do your by-laws specifically outline the procedure you've described to be followed for electing directors and officers?

SimonS
(Florida)

Posts:15

07/30/2008 12:51 PM
Yes, that is how it was done in the last election and previous years elections. Part of the nominating committees role is (it shall present a slate of candidates at the October meeting,one person for each office or Directors position. Simon

GeraldT4

Posts:934

07/30/2008 12:57 PM
SimonS - I'm not asking "how it was done", I'm asking what is stated in your by-laws. The two may be one in the same, please confirm if the way it is being done is according to how it's written in your by-laws.

SimonS
(Florida)

Posts:15

07/30/2008 1:17 PM
There is not a specific section in our bylaws that clearly define what the HOA must do to elect except in the fact of the ballots and the requirements of the nominating comittee. A) the paper ballots shall contain the list of elective offices to be filled and the names of the candidates for each elective director nominated by the nominating committee and those nominated from the floor at the October association meeting.

SimonS
(Florida)

Posts:15

07/30/2008 1:25 PM
In reading a older post from Donna is is not stated in our bylaws about removing from office, only about vacancies and resignations, however in the maintenance bylaws it does state that they may be recalled by the voting membership of 2/3 majority vote of the board members. Again these are 2 corporations running the same community with different bylaws. Simon

DonnaS
(Tennessee)

Posts:2948

07/30/2008 1:57 PM
Simon, Could you please explain to us what is the difference between these 2 associations, please. Maintenance assoc and HOA just confuses me. I don't know why you have 2 and what is the purpose of the Maintenance. I am fairly document savy and know where to locate things amid them byt I need more info from you. Thanks so much.

SimonS
(Florida)

Posts:15

07/31/2008 6:12 AM
Donna, The current board asks the same question, why did they ever do this to begin with? The Homeowners association has a 11 member Board of Directors, it conducts homeowners meetings, has 10 committees under its umbrella,some included are architecture, fines, grievance, interview, social. All monies we recieve to run the association comes from events, fines,and the interview charges, it doesn't amount to much,because we handle fines and grievances our lawyer bills are high and consume most of our budget. A few years back (we) the homeowners association bought the clubhouse so it is owned by the membership.The maintenance association has a 9 member board,has its own r&r's, and we do work under the same covenants of the community. They recieve their monies from the Maintenance fee that is charged every month to "maintain" common properties, pay for services, electric, phone, repairs,cut all homeowners grass, paint houses every 5 years and pay the mortgage on the clubhouse. The bad thing is that our covenants intertwine both boards, allowing for some functions to be only be enforced through the maintenance, such as, we (the HOA) can fine the homeowner and if he doesn't pay the imposed fine the only association that can lien or forclose on deliquent fees is the maintenance, it causes major problems especially since neither board wants to work together. we have 1 lawyer that represents both boards, which can also be a problem. Have you ever heard of such a mess? The HOA would really like to join the 2 corporations together, have only 1 board, maintenance would become a committee but we don't really know even how to begin the process and if the maintenance association would ever agree to it, they are very power hungry and would not give in without a major fight. we are a 55+ community which might explain alot of the antiquated mentality. Simon

DonnaS
(Tennessee)

Posts:2948

07/31/2008 10:40 AM
Simon, I know that the flood gates are already open on this but did your documents allow for you to create this "sub association"? From your discription of their duties, they seem to be the financial arm of your association. This could have or should have been done with the creation of a couple of committees under the jurisdiction of the BOD of the HOA with the Teasurer taking care of most of what they do. There are way too many board members and each probably on a power trip against each other. I have 2 rental properties that are 55+ communities and 1 of them (I do docs work for them) is like they all were trained in Nazi Germany. I have 80 and 82 year old tenants in my unit and they tell me some storys about how they are treated because they are renters. The Mr. in the family taught a couple of our astronauts how to fly , reads the Bible every day and still plays softball. And yet because he is a "renter", he has to be on mental alert every time he has to interact with any of the members there. So I know what kind of people you are dealing with. Well, like you said, to get this back to a real working partnership as one good Board, will be probably never accomplished. Good Luck.

SimonS
(Florida)

Posts:15

07/31/2008 12:33 PM
yes, it has been this way since it was taken over from the developer. It is a nightmare to say the least, the community still has a hard time recognizing the fact that we are 2 separate corporations running the same community. It's a constant struggle between the 2 boards and much worse now that our Board president wants to control our Board. 55+ are a challenge because alot of the elderly can't think logically and we are not a community from 30 years ago, are problems are almost all legal and can't be dealt with as they once did. Thanks again for your knowledge and input, I have so much more to learn! Simon

KirkW1
(Texas)

Posts:1190

07/31/2008 2:21 PM
Simon, Here is my suggestion. Check to see if all candidates have to come from the nominating committee. If not, then prepare a candidate for the position. Then put the nomination forth at the meeting. In the meantime collect as many proxies as the group of you can to sway your vote. If the members who have no confidence all go out collecting, then you should easily have enough votes to sway the election.

LaverneB

Posts:0

08/02/2008 7:20 AM
Simon I also live in Florida and am the president of our community. Being president is not easy and we take alot and have to smile. Please be careful when trying to remove an officer , any officer, not just the president. We have a man on our board 90 years old and believe me we as a board would LOVE to vote him off!He truely is useless. I do not have the heart to do this and just put up with him, 4 moths and he is off but the others want him off. This can be tricky...........good luck...LaVerne

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