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| Wednesday, February 08, 2012
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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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RogerB
(Colorado)
Posts:4647
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| 08/19/2010 11:39 AM |
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TW1, based on your post:
1) Your Bylaws provide the basis to move a Director from the Board of Directors. It may be done by either the Board of Directors or the association members by a majority (50+ %) vote.
2) Your Declaration refers only to officers and your Bylaws, Article 5.03, requires that the removal of an officer can only occur if there is good reason.
I prefer governing document where only the Bylaws, and not the Declaration, provides for the election and removal of officers and Board members;
That the association members elect Directors to the Board of Directors and can remove Directors and Officers with a simple majority vote at a duly called meeting;
That the Board members annually elect a Director to hold each office and may remove an Officer from their office but not from the Board of Directors.
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TW1
(Texas)
Posts:5
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| 08/19/2010 12:02 PM |
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Thanks for your reply
Our board removed a board member with a 2 to 2 vote, because they had a complaint filed against them. The board had not even evaluated their violation to the deed restrictions or did they have the right to a hearing before the board/or membership as in the Declaration of Covenants, Conditions and Restrictions. What rights does our ex-board member have?
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TW1
(Texas)
Posts:5
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| 08/19/2010 12:37 PM |
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Sorry a little more information -
We have 5 members on the Board, one member just resign and that spot had (and has) not been fill when this all took place. All this was at that same meeting, the board tried to full the spot, but could not because they did not have a majority vote for one candidate and then they voted to remove the board member (with the complaint filed against them) with only 4 members on the Board (one of them being the member with the complaint filed aginst them). Hope that helps... |
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MaryA1
Posts:0
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| 08/19/2010 12:39 PM |
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TW,
A 2-2 vote means a tie, the result of which is that no action can be taken!
Check your bylaws to determine if the BOD had authority to remove a board member. Usually the bylaws allow the BOD to remove an officer from his position on the board but he remains on the board. There may be some reasons which give the BOD authority to remove a board member such as being delinquent for a certain period of time or having missed a certain number of consecutive board meetings (nonexcused absences). Otherwise to remove a board member from the board usually requires a vote of the members. All of this should be outlined in the bylaws. And, if the BOD does have this authority they must have a majority vote -- a tie vote doesn't cut it! |
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