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TW1
(Texas)
Posts:5
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| 08/19/2010 8:01 AM |
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Our POA Declaration of Covenants, Conditions, and Restrictions states
Section 8.05.3.a. The officers of the board serve at the pleasure of the membership. They may be removed at any time by a 2/3’s majority vote of all Lot owners of Subdivision.
Bylaws states
Section Article 4 Board of Directors, 4.15. The Board of Directors or members may vote to remove a director at any time, only for good cause. Good cause for removal of a director shall include the unexcaused failure to attend three consecutive meeting of the Board of Directors. A meeting to consider the removal of a director may be called and noticed following the procedures provided in the bylaws. The notice of the meeting shall state issue of possible removal of the director will be on the agenda and the notice shall state the possible cause for removal. The director shall have the right to present evidence at the meeting as to why he or she should not be removed, and the director shall have the right to be represented by an attorney at and before the meeting. At the meeting, the Corporation shall consider possible arrangements for the resolving the problems that are in the mutual interest of the Corporation and the director. A director may be removed by a affirmative vote of fifty (50) percent of the Board of Directors or members.
Article 5 Officers
Removal
5.03. Any officer elected or appointed by the Board of Directors or membership may be removed by the Board of Directors or membership only with good cause.
I read that
In order the HOA documents from highest to lowest are:
Plat
Declaration
Articles of Incorporation
By-laws
Rules and Regulations
Which one is the correct way to remove a Director? |
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NameW
(Virginia)
Posts:71
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| 11/07/2010 1:54 PM |
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Only your quote from the By-Laws deals with removal of a Director. An Officer is a different animal. A Director removed as an Officer, is still a Director unless the By-Laws removal procedure is also followed. Your state code may say something different, but from what you wrote, the By-Laws.
Presumably they can also be removed by losing an election against another candidate, or at the end of their term, even if they did nothing wrong. |
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TimB4
(Virginia)
Posts:3247
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| 11/07/2010 4:12 PM |
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TW,
From Reading what you provided, the Directors are elected by the membership to sit on the Board. This Board then appoints officers (Pres. VP, Treasurer, etc.). Typically, the Board appoints existing board members to those Officer positions. However, unless your governing documents state that officers (or certain officers) must be a Director, the BOD is free to appoint anyone they wish to serve in those positions. It could be another volunteer homeowner, an outside company or, legally, a stranger on the street.
Per the documents you cited, the Board has the authority to remove a person they appointed to an office or committee. However, if that person is also a Director - they are not removed from the Board. Only the membership, via recall election, has that authority.
Therefore, the Board may remove the President from the office, but that individual would still be a member of the Board and have voting rights on any and all motions before the Board. They just wouldn't have the duties of the office of the President (sign contracts, checks, run the meeting, etc.).
To summarize: If the Board filled a seat/office via appointment, then the Board may remove the person from that seat/office. If the person was elected to a seat/office then only the membership may remove the person from the seat/office.
Tim |
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