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| Wednesday, February 08, 2012
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ReneeD
(Illinois)
Posts:189
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| 08/06/2010 1:33 PM |
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Homeowner elected to Board in August 2009. Since then he has only attended 1 meeting which was in September 2009. Since then, he has not come to any meeting nor has he responded to any BOD emails or, a recent request asking him to either attend the July 2010 meeting and/or send in his resignation. Nothing has helped. It was mentioned in our association's newsletter of a possible vacancy but when it came time to mail the election information packet, no mention was given.
In the meantime, I've heard but cannot find anything in our governing docs that say if a Board Member fails to attend 3 consecutive meetings they have 'abandoned' their position and the Board may fill his position without requiring homeonwer's vote. If the BOD cannot take this action, is the only recourse available to announce to the membership looking for a replacement and holding a special meeting or, do nothing until next annual meeting when that position is available? -Renee |
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DanielH1
(California)
Posts:481
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| 08/06/2010 2:59 PM |
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I would say "yes" in answer to your question.
If your Bylaws say nothing about job abandonment, then you either have a recall or wait and elect somebody else at the next election. |
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SusanW1
(Michigan)
Posts:5035
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| 08/06/2010 3:33 PM |
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There MUST be something in your bylaws about Removal of a Board Member or how to fill a vacancy on the board. Look again. This is pretty boiler-plate stuff.
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RichardP13
(California)
Posts:824
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| 08/06/2010 4:45 PM |
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Before I took on the task of re-writing our Bylaws, I reviewed just over 100 Bylaws throughout the country, but mainly from California. What I found was 98% of the Bylaws were the original ones. You also need to realize that the governing docs were to protect the declarant/builder first and foremost. One of the areas we changed was putting qualifications in for director and provisions to remove them if they failed to abide by those rules.
If your Bylaws don't have a provison to correct your situation, you will need to either amend or rerstae your Bylaws which would require an affirmative vote of at least 51% of the Members or more. The process of re doing the Bylaws if a very simple process. The hardest part is having to go door to door to get the vote. |
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MaryA1
Posts:0
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| 08/06/2010 6:40 PM |
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Renee,
I suggest you re-read your bylaws. Look under the article on board of directors. The bylaws of my former assn read: "Except in the case of injury, illness or similar excusable circumstances, 4 consecutive absences from duly called regular meetings of the board shall automatically constitute a resignation by such absent director to be effective as of the conclusion of the last missed meeting." My current assn does not have such a provision. A director can only be removed by a vote of the membership. If you find such a provision in your bylaws, IMO the vacancy could either be filled by an appointment by the BOD or a special meeting could be called to elect a new board members. On the other hand, if it is close to your year-end the BOD may just choose to wait until the annual meeting and fill the vacancy then. Now if there is no such provision in your bylaws then the only way to get rid of him is to either call a special meeting to vote to have him removed or just wait until his term of office is up. If he has a year or more left on his term I would suggest calling the special meeting. BTW, has any board member taken the initiative to call him and ask why he is not attending the meetings? |
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JerrellC
(Florida)
Posts:83
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| 08/06/2010 7:47 PM |
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| Renee In my HOA doc's if a board member has missed 3 consecutive meetings he can be replaced by the by a majority vote of the current members of the board. JerrellC (Florida) |
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