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Subject: rogue board member may be voted off board.
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BonnieG1
(Nebraska)

Posts:1181


12/28/2019 7:39 PM  
This is an unusual year for my Association. Although I am no longer on the Board, I am on the nominating committee. We have 6 people who may be willing to put their name on the ballot for Board member at the annual meeting. The reason we have so many is that many people want the rogue Board member off the Board. I told him to his face today that I did not think he was a good Board Member. He just said he thought he was a good Board member.

I heard from a Board member who was on with me before I resigned due to my cancer diagnosis, this rogue Board member told people I was upset because people were not going to me. When in fact, I was upset because people were coming to me.

What he doesn't know is how many people what him off the Board including the other Board Members. The President did tell me that if he did get elected to the Board again that she was going to have the Board vote him off. She told me once that she could not find the provision in our documents for the board voting a member off. I told her maybe I was mistaken but I thought it was in the documents. She went over the documents and found the provision for the Board voting a member off.

So what this rogue Board member does not know is that one way or another he is off the Board.

GeorgeS21
(Florida)

Posts:1877


12/28/2019 7:45 PM  
Most Bylaws allow Boards to remove an officer, but not a Director - unless a Director has missed X number of meetings.

Please excerpt and post the component of your Bylaws that allows your Board to remove a Director.
KerryL1
(California)

Posts:6817


12/28/2019 9:33 PM  
I, like george, Bonnie, want to see the words that say a director can be voted off the board if elected by the owners. Be sure, as George mentions to notice that the Board portably can vote him out of the position of VP.

The next thing is: Is this rogue directors slated for reelection? In other words, is his term up according to your bylaws?
BonnieG1
(Nebraska)

Posts:1181


12/29/2019 11:58 AM  
Yes this member is up for re-election. We will let that play out before the Board does anything else. In the past we have had an extremely difficult time getting people to put their name on the ballot to be elected to the Board. This year we have at least 4 and possible 5 other people besides this rogue Board Member. The reason if have so many willing to put their name of the ballot is because many people want this rogue Board Member off the Board.

It may be a few days before I can find the exact wording in our documents. I know that our President has found them and she is a lawyer so I don't think she would have misunderstood the wording. I just remember the provisions for the Board being able to remove a rogue Board Member from the time I was reading the documents almost daily when I was President. Now that I am not on the Board I don't look at our documents as often as I looked at them when I was President.
JohnC46
(South Carolina)

Posts:9053


12/29/2019 12:15 PM  
If a BOD Member was voted on to the BOD by the BOD to fill a vacancy then the BOD can vote to remove him.

A BOD elects its own Officers. The BOD can also call for a new BOD Officers election at any time. This is how most BOD remove an Officer but that removed Officer is still on the BOD. Many confuse this.

If a BOD Member was elected in an owners election, only the owners can remove him via a recall election.

YMMV

BonnieG1
(Nebraska)

Posts:1181


12/29/2019 2:10 PM  
I did glance at our documents. It looks like you are correct. I just pray that this man will not be voted back on the Board at our annual meeting in February. But I have talked to one Board Member who has told me there is not place for him to be an officer and if he is voted back on the Board he will be the member-at-large.
SheilaJ1
(South Carolina)

Posts:150


12/29/2019 2:21 PM  
What is the reason for their removal? Because you thought they said something they shouldn't have?

And others want to volunteer just to keep this person off the board but they don't want to run for the board to solve community issues?, curious what did this person do that was that bad?

PaulJ6
(New York)

Posts:579


12/29/2019 2:35 PM  
Usually a board can not remove a director by means of a board vote. If the rogue director did something that constitutes “cause” or violated HOA rules such as not paying dues, then the board might be able to.

Regardless of what the rules are, if the board voted him off, even illegally, would he fight it- and would be fight hard enough to get back on? Not condoning a board’s unlawful activities but if the board wants him off, maybe he isn’t up for a battle to stay on.
JohnC46
(South Carolina)

Posts:9053


12/29/2019 3:16 PM  
Bonnie

If you are after the one rogue member you could aid him in winning an election if you have to many people running for the open positions. This could cause votes to be spilt. Best only that people run for open slots, including his.

Let us assume a BOD of 5 and 3 positions are up for election including Mr. Rouge. If 4 run for the 3 positions there is a better chance of beating Mr. Rogue then if say 5-6, including Mr. Rogue, run for the 3 positions.
GeorgeS21
(Florida)

Posts:1877


12/29/2019 3:43 PM  
Bonnie,

I would think, by now, you would have done more than “glance” at your docs.

Several folks on thus forum have considered your issues, perhaps even researched them ...if you are concerned enough to post herein, you need to KNOW your docs.
KerryL1
(California)

Posts:6817


12/29/2019 4:12 PM  
JohnC makes a good point Bonnie. How many openings on the board are there?

You know, George? Bonnie wrote she got off the board some time ago due to serious health problems and hasn't really studied her documents since. Why not just accept her reasons, and be a bit more charitable to those who don't study their docs the way you & I do?
GeorgeS21
(Florida)

Posts:1877


12/29/2019 4:33 PM  
Kerry,

Bonnie has started three threads ... she has a responsibility, given the questions she has asked, to understand her docs.

If she hasn’t done the background work, how can we go further?
BonnieG1
(Nebraska)

Posts:1181


12/30/2019 6:24 AM  
Thank you Kerry. My serious health issue was ovarian cancer. I was diagnosed in Nov 2016 with stage 3C but stayed on the Board until the annual meeting February 2017. I resigned at the annual meeting. Without going into detail it was not easy. I got off my sick bed to get the documents including all the resolutions printed to be passed out to the new Board members. I do at times still study the documents I just don't study them as much as I did when I was President.

In 2016 at the annual meeting we passed some amendments to our By-Laws so that the By-laws could be more in line with the NE condominium laws for Associations established after Jan 1984. During the time I was preparing for this annual meeting I not only studied our documents but also studied the state condominium laws. This took hours of work. But I had good Board members who helped me and did not fight against me. I believe that is the reason people thought I was a good President. It was that I had good Board members who actually did their job unlike the current rogue Board Member.

I still have highs and lows regarding my health. As I mentioned earlier, if it weren't from not knowing how I would feel from one day to the next, I would put my name on the ballot. Last Friday when I got home form work, I had to lie down most of the evening. I didn't need any one coming to my door with problems. But since I have had many people tell me they thought I was a good President, I am afraid I might be voted back on the Board. And especially since cancer has a nasty habit of returning there is no way I want to be on the board and have cancer return.

Sorry about the rant. Just some background information.
PaulJ6
(New York)

Posts:579


12/30/2019 6:26 AM  
BonnieG1, sorry to hear of these issues. We're here to help.

At least most of us. I don't understand the point of all the attacks on people in this thread and others. People come with questions- and if you want to answer them, answer them. If you don't want to answer them, don't. No point in sniping and attacking.
KerryL1
(California)

Posts:6817


12/30/2019 9:55 AM  
So, Bonnie, how many openings are there on your Board for this election? How many are on your Board total?
BonnieG1
(Nebraska)

Posts:1181


12/30/2019 1:48 PM  
We have a five person Board with two openings.
BonnieG1
(Nebraska)

Posts:1181


12/30/2019 2:52 PM  
It is definitely not because I thought he said something he shouldn't have. Earlier this year he put a note in every one's box except the President's and the Member-at-Large inviting them to a Very Important Board Meeting. The meeting was that evening. Calling owners to a meeting like this is against our documents. Our document describe exactly how members are to be called to a meeting. Without going into detail this was just an "attack the President" meeting. There was a problem with his family appearing to disobey one of the rules in our Master Deed. He was on one end of the room and his wife was on the other end of the room and all they did was bad mouth the President. The Board was going to discuss this issue in a closed meeting to make a decision.

It is quite obvious that he does not do much actual work for the Board. He has made decisions (that were not of an emergency nature) without consulting the other Board Members. I asked the President about something that was done in our building and she knew nothing about it.

The year he was first elected to the Board - Board members who had been on the Board when I was President came to me complaining that he was not actual working. He was President for a couple of years. I stood up for him because I know that a President does much work behind the scenes. But since then I have noticed what a difficult time other Board Members have with him.

He was chair of the nominating committee. I think I mentioned earlier that the current President asked him to give a preliminary report of the nominating committee and he just passed around a notice two hours before the meeting stating that he and the secretary would both be willing to serve again and that a person could self-nominate for the Board. He had not even asked the Secretary if he would be willing to serve again. Also he put this note in everyone's box even renters who are not qualified to be on the Board but did not mail to any owners. Then the President gave him another week to give her a preliminary report. He never called a meeting of the nominating committee so the President took him off as chairman and called a meeting of the nominating committee.

He is great at getting on other people especially property management if he doesn't think a job is done soon enough.

He is in charge of helping us with our newspapers. We have a locked box the carrier puts everyone's paper in. Frequently we are missing one or more papers and he has not gotten a list of the people who have subscribed to the paper so that we can review the cameras to verify everyone that has a key and opens the box actually has a paper subscription. The person in charge of the papers before him was able to get a list of everyone in our building who had a paper subscription.

He thought we should help the owner's husband who wanted us to review camera footage prior to the time his tires were stolen. The man who had his tires stolen did see the footage of when his tires were stolen. I could go on and on.

Even though I am no longer on the Board, I do go to many Board meetings and I know what happens at open Board meeting.
KerryL1
(California)

Posts:6817


12/30/2019 3:09 PM  
JohnC is right, Bonnie. With only two openings, no more than, say, 3 candidates sould oppose this man. If you're able, get a few Owners together to campaign for them. Even hold a "candidates Night," were Owners can ask questions of all the candidates. Letters should be sent to all Owners, not just those who live in your condo building.

Make sure the president knows how your elections should be run, how to seek candidates and so on. Can your property manager help? Is s/he full-time and has a office on your premises?

I know this sounds hard and it is. And I know yours is an over-55 building, but this might mean some folks have some spare time. Good luck.

BonnieG1
(Nebraska)

Posts:1181


12/30/2019 3:37 PM  
The President is a lawyer she definitely knowd how a meeting should be run. In addition our Master Deeds lists the agenda for the annual meeting. We have a property management company that does not have an office on our premises. We pay the property management company a flat monthly fee in addition to any maintenacne they do for our property. We have a schedule of charges for maintenance work. The maintenance fee might have changed since I resigned from the Board in 2017.

Although we are an over 55 community many owners are still working full time.

We send all official notices to all owners.

Also the President has told me that she plans on asking each candidate at the annual meeting why they want to be on the Board. Some of the people we have nominated may not allow their names to be on the ballot. We will have another meeting Saturday to determine exactly who will be on the ballot.

From counting people I know do not want this rogue Board Member be re-elected to the Board, I figure we have about 25% to 30% of the owners that will not vote for him. We usually have about 66% attending the annual meeting either in person or by proxy. This rogue Board Member shot himself in the foot by calling the "attack the President meeting earlier this year." Good Board member were ready to resign after that meeting. Basically this man called a meeting to attack himself since he was and is a Board Member.

The President has said the two people with the most percentage of votes will be on the ballot. There is nothing in our documents that would prevent us from determining the winners this way.
BonnieG1
(Nebraska)

Posts:1181


12/31/2019 1:26 PM  
I should have proof read this before I posted it. No excuse but I was a little tired when I did post it. Sorry about all the errors.
BonnieG1
(Nebraska)

Posts:1181


01/03/2020 6:42 AM  
I did a little research and according to our documents a director can be voted off the Board my a vote of a majority of the directors. So it looks like one way or another our rogue Board member will be off the Board next year. I know at least 3 and may all 4 other directors do not want him on the Board.

When we had a nominating committee meeting called by the President last week I told him to his face that I could not in good conscious nominate him to be on the Board. I did tell him that either he did not know the rules or knew and didn't care. I did not tell him how many other people feel the same way I do. I just spoke for my self.
One of is responses was that he thought he was a good Board member. Then he said he didn't think I was a good President. Just the opposite of what he told me when I was President. A few days later he came and apologized to me for speaking roughly to me. I told him it didn't bother me but I accepted his apology. I should have told him who really deserves an apology is our current President. But I think in his mind he was being "a good Board member" when he called the attack the President meeting.

Next year the chair of the nominating committee will not be someone who is up for re-election.
JohnC46
(South Carolina)

Posts:9053


01/03/2020 9:19 AM  
Bonnie

Reread your docs. Typically those that elected the BOD Member are the only ones that can remove him. This means:

If the BOD elected the member to fill a BOD vacancy, the BOD can remove him.

If the BOD member was elected by the owners in an election, then only the owners can remove him via a Special Election. The BOD cannot remove him.

Some docs allow for removal of a BOD Member if they miss 3 BOD Meetings without a written excuse.

JohnC46
(South Carolina)

Posts:9053


01/03/2020 9:22 AM  
Bonnie

A Nominating Committee's job is to verify a person is qualified to run for the BOD. It's job is not to stop someone from running if they are qualified, like them or not. You are trying to use the committee for a purpose it was not intended to be used for.
SheilaJ1
(South Carolina)

Posts:150


01/03/2020 9:31 AM  
Posted By BonnieG1 on 01/03/2020 6:42 AM
I did a little research and according to our documents a director can be voted off the Board my a vote of a majority of the directors. So it looks like one way or another our rogue Board member will be off the Board next year. I know at least 3 and may all 4 other directors do not want him on the Board.

When we had a nominating committee meeting called by the President last week I told him to his face that I could not in good conscious nominate him to be on the Board. I did tell him that either he did not know the rules or knew and didn't care. I did not tell him how many other people feel the same way I do. I just spoke for my self.
One of is responses was that he thought he was a good Board member. Then he said he didn't think I was a good President. Just the opposite of what he told me when I was President. A few days later he came and apologized to me for speaking roughly to me. I told him it didn't bother me but I accepted his apology. I should have told him who really deserves an apology is our current President. But I think in his mind he was being "a good Board member" when he called the attack the President meeting.

Next year the chair of the nominating committee will not be someone who is up for re-election.


Can you kindly post some of the wording of your documents that a member voted in director can be removed by the board. And perhaps the reasons for someone's removal. I have not seen anything like this then there would be no reason to have a nomination committee or elections if they can be removed by a board vote.
KerryL1
(California)

Posts:6817


01/03/2020 12:01 PM  
With Sheila, please post the exact wording that says the board may remove a director from the board. It's in your bylaws, right, Bonnie?
BonnieG1
(Nebraska)

Posts:1181


01/03/2020 2:20 PM  
Maybe I read our documents incorrectly. I will need to do a little more research including reading the NE state laws. I am very tired after working today so I will try to get this posted in a few days.
BonnieG1
(Nebraska)

Posts:1181


01/03/2020 2:27 PM  
No matter what happens this rogue Board member will definitely not be an officer next year. One of the Board Members mentioned having him be the Secretary so that the members could see he is not working much at all. But she then decided that wouldn't work nor could he be the treasurer. If he is not voted off the Board by the members he will be the Member-at-Large on the board.
GeorgeS21
(Florida)

Posts:1877


01/03/2020 3:25 PM  
Bonnie ,

Getting the language posted here is key to us understanding ....doesn’t take much and you can just retype that part relating.

Another question - Do your Bylaws discuss the concept of a Member at Large?
GeorgeS21
(Florida)

Posts:1877


01/03/2020 3:25 PM  
Bonnie ,

Getting the language posted here is key to us understanding ....doesn’t take much and you can just retype that part relating.

Another question - Do your Bylaws discuss the concept of a Member at Large?
BonnieG1
(Nebraska)

Posts:1181


01/04/2020 8:45 AM  
Our documents just require 5 Board members with one being from the "Declarant" which we no longer have. Something may seem simple to someone who is not a cancer survivor with multiple other chronic health conditions. I have two pages of health information that I carry with me at all times in case of an emergency.

I reread our By-Laws and discussed them with our President. We both decided that it was just wishful thinking on both our parts.

But now that I am not quite so tired I will post the exact wording from our By-Laws.

Removal, Any director, except the director appointed by Declarant, may be removed from the Board of Directors, with or without cause, by the vote of the owners of the undivided interests in the Common Areas and Facilities, as established in the Declaration, at any annual or special meeting of the Members, provided, however, that the notice of the meeting at which removal is to be considered states such purposes, and that a new director is elected at such meeting by the Members to fill each vacant position.

Removal of Officers, Upon an affirmative vote of a majority of the members of the Board, any officer may be removed with or without cause, and his successor elected, at any regular meeting of the Board of Directors, at any special meeting of the Board of Directors called for that purpose, or by a unanimous action in writing pursuant to SECTION 7(G)

end of exact wording. SECTION 7(G) relates to action taken without a meeting.

I do not dislike this man. I dislike that he does not work, called a meeting to attack our President with less than 24 hr notice. I dislike that other Board members could not get in touch with him when we were having serous bedbug problems in the building. His wife has told us that he likes campaigning for a position more than he likes the work of the position. He is very active in our state Republican party. I think he may have run for some seats on city or county Boards.

I think we have some very good nominees. We did not nominate just anyone. There are other owners we do not want on the Board. We gave some special needs seniors in our building.

I did proof read my post and corrected some typos. If I had tried typing this yesterday evening there is a good chance of many typos in the post.
GeorgeS21
(Florida)

Posts:1877


01/04/2020 9:41 AM  
OK - so, the Board cannot remove the Director you spoke of earlier.
PaulJ6
(New York)

Posts:579


01/04/2020 9:46 AM  
BonnieG1, if your bylaws don't allow the board to remove a director in this situation...amend the bylaws so that the bylaws allow that.

What does it take to amend your bylaws? Usually it's a board majority or supermajority or an owner majority or supermajority.

It's reasonable to allow a board to remove a director for "cause", which can be a range of really bad things.

So my recommendation is to change the bylaws.
SheilaJ1
(South Carolina)

Posts:150


01/04/2020 12:33 PM  
You cannot amend bylaws to remove member-voted in directors.

KerryL1
(California)

Posts:6817


01/04/2020 12:55 PM  
Interesting point, Sheila. The Board cannot, in other words, overturn the Owner's choices.

I think that Association bylaws can have, as Paul kind of suggests, causes for removal, e.g., missing x # of board meetings in a year or, say, 3 consecutive such meetings, being convicted of a felony, becoming delinquent in dues for x months.

PaulJ6
(New York)

Posts:579


01/04/2020 1:16 PM  
Posted By SheilaJ1 on 01/04/2020 12:33 PM
You cannot amend bylaws to remove member-voted in directors.





Yes you can, if the bylaw amendment provisions do not prohibit such an amendment.
PaulJ6
(New York)

Posts:579


01/04/2020 1:17 PM  
Posted By KerryL1 on 01/04/2020 12:55 PM
Interesting point, Sheila. The Board cannot, in other words, overturn the Owner's choices.

I think that Association bylaws can have, as Paul kind of suggests, causes for removal, e.g., missing x # of board meetings in a year or, say, 3 consecutive such meetings, being convicted of a felony, becoming delinquent in dues for x months.





You are correct. It's a good idea to have the grounds for removal for "cause" clearly listed, as you do. I like your post.
BonnieG1
(Nebraska)

Posts:1181


01/04/2020 2:37 PM  
Posted By PaulJ6 on 01/04/2020 9:46 AM
BonnieG1, if your bylaws don't allow the board to remove a director in this situation...amend the bylaws so that the bylaws allow that.

What does it take to amend your bylaws? Usually it's a board majority or supermajority or an owner majority or supermajority.

It's reasonable to allow a board to remove a director for "cause", which can be a range of really bad things.

So my recommendation is to change the bylaws.




It requires a supermajority of our owners to amend this part of our documents. I think I will mention this to our current President. I know that a majority of the Board do not want this man as a Board member.
GeorgeS21
(Florida)

Posts:1877


01/04/2020 2:51 PM  
When you say documents, do you mean Bylaws?
SheilaJ1
(South Carolina)

Posts:150


01/04/2020 3:02 PM  
Posted By PaulJ6 on 01/04/2020 1:16 PM
Posted By SheilaJ1 on 01/04/2020 12:33 PM
You cannot amend bylaws to remove member-voted in directors.





Yes you can, if the bylaw amendment provisions do not prohibit such an amendment.


Please stop spreading this type of bad advice on this forum.

The bylaws can state whatever the reasons for removal are but you still need a member vote to remove.

If you get a super-majority vote to amend the CCR's to remove then you would still need a super majority vote to remove a director according to your state's law.

Getting back to the topic, I'm sorry Bonnie, I would not vote for you or any nominee that lacks understanding as you do especially not someone who just has a negative opinion of someone. Where there is one disliked director, another is right around the corner. Instead try to work with what you got.

I have seen nothing that is enough for keeping someone off the board for the reasons you have stated. Please stop wasting your energy on someone that does not match your work ethic.
PaulJ6
(New York)

Posts:579


01/04/2020 3:10 PM  
Posted By SheilaJ1 on 01/04/2020 3:02 PM
Posted By PaulJ6 on 01/04/2020 1:16 PM
Posted By SheilaJ1 on 01/04/2020 12:33 PM
You cannot amend bylaws to remove member-voted in directors.





Yes you can, if the bylaw amendment provisions do not prohibit such an amendment.


Please stop spreading this type of bad advice on this forum.

The bylaws can state whatever the reasons for removal are but you still need a member vote to remove.

If you get a super-majority vote to amend the CCR's to remove then you would still need a super majority vote to remove a director according to your state's law.

Getting back to the topic, I'm sorry Bonnie, I would not vote for you or any nominee that lacks understanding as you do especially not someone who just has a negative opinion of someone. Where there is one disliked director, another is right around the corner. Instead try to work with what you got.

I have seen nothing that is enough for keeping someone off the board for the reasons you have stated. Please stop wasting your energy on someone that does not match your work ethic.




Sheila, where did you get your law degree?

Bylaws can be amended in accordance with the provision in the bylaws that specifies how amendments are made.
PaulJ6
(New York)

Posts:579


01/04/2020 3:16 PM  
To add:

If the bylaws are where director and officer qualification provisions are included, then you can amend bylaws to change those qualifications, as set forth in the bylaws. You can certainly add a "cause" removal provision into the bylaws. You just have to amend the bylaws according to the provision in the bylaws that states how the bylaws can be amended.

As in the case in this thread, owner approval is required for such a change, so the board can't do that unilaterally. So my point above is moot.

But in my HOA, the bylaws can be amended by the board OR the owners, each by a supermajority. So the board can change the bylaws, including to change director and officer qualification and removal provisions. If we owners don't like it, we can just amend the bylaws ourselves (and even amend the amendment provision to prohibit the board from changing the bylaws unilaterally).

Sheila, I recommend that you do some more research about bylaws and governing documents before giving advice such as you did.
SheilaJ1
(South Carolina)

Posts:150


01/04/2020 3:44 PM  
Paul has no idea what he's talking about and now he's trying to wiggle out of his bad advice with more junk.

Paul you cannot amend bylaws which provide for removal of a voted-in director. You cannot amend the CCR's to provide for removal of a voted-in director.

I'm not a lawyer but I know I won't follow your advice and Bonnie won't either, since she's already stated it requires a super majority vote even if the HOA or its members amend the governing documents.
PaulJ6
(New York)

Posts:579


01/04/2020 3:47 PM  
Two more points, SheilaJ1:

Let's say a popular board member is embezzling funds from the HOA. That's certainly "cause".

If only owners can remove board members, then you really think it's a good idea to have to have an election and hope that the popular board member will lose the election, or otherwise be removed by an owner vote (which typically requires preparation and distribution of documents and a waiting period)? Shouldn't a popular board member who is embezzling funds be able to be removed by other board members, without having to wait for a vote, once it's been found that s/he is embezzling funds?

What's best for a HOA, SheilaJ1- my way (which is a common way) or yours?

I also checked by own HOA's bylaws. They can be amended by the board or owners, as stated above. They also state:

"No director then sitting on the Board of Directors may be removed (other than for cause, in which case such director may be removed by the vote or consent of a majority of the other directors then sitting on the Board of Directors) except pursuant to Section 3" (which describes owner votes.

So my HOA's bylaws don't require an owner vote to remove directors. Directors can remove directors for cause in my HOA. That's best practice.
PaulJ6
(New York)

Posts:579


01/04/2020 3:51 PM  
Posted By SheilaJ1 on 01/04/2020 3:44 PM
Paul has no idea what he's talking about and now he's trying to wiggle out of his bad advice with more junk.

Paul you cannot amend bylaws which provide for removal of a voted-in director. You cannot amend the CCR's to provide for removal of a voted-in director.

I'm not a lawyer but I know I won't follow your advice and Bonnie won't either, since she's already stated it requires a super majority vote even if the HOA or its members amend the governing documents.




Here is my advice, copied and pasted again. Can you read? Seems like you can't.

"BonnieG1, if your bylaws don't allow the board to remove a director in this situation...amend the bylaws so that the bylaws allow that.

What does it take to amend your bylaws? Usually it's a board majority or supermajority or an owner majority or supermajority.

It's reasonable to allow a board to remove a director for "cause", which can be a range of really bad things.

So my recommendation is to change the bylaws."

Bonnie already stated above that she will "mention" a bylaw amendment to the president. And I didn't say to try to change the bylaws only by director vote.

Sheila, stop giving bad advice, and start learning to read.
SheilaJ1
(South Carolina)

Posts:150


01/04/2020 3:57 PM  
Your digging yourself deeper, doesn't matter if the director was embezzling funds, the removal process must be followed which as Bonnie has stated requires a super-majority vote.

I'm glad your not our HOA's lawyer, you can't even understand even though something is "best" doesn't mean you can legally do it. Please leave this forum or stop spreading bad advice.

Your bylaws talk about a appointed board member not a voted-in by membership board member. I would check your state laws, if the HOA is incorporated, you can only remove a director with a super-majority vote.

PaulJ6
(New York)

Posts:579


01/04/2020 3:59 PM  
Posted By SheilaJ1 on 01/04/2020 3:57 PM
Your digging yourself deeper, doesn't matter if the director was embezzling funds, the removal process must be followed which as Bonnie has stated requires a super-majority vote.

I'm glad your not our HOA's lawyer, you can't even understand even though something is "best" doesn't mean you can legally do it. Please leave this forum or stop spreading bad advice.

Your bylaws talk about a appointed board member not a voted-in by membership board member. I would check your state laws, if the HOA is incorporated, you can only remove a director with a super-majority vote.





Sheila, again: in my HOA, if a director is embezzling funds, the board can remove the director.

That's how plenty of corporate boards, and plenty of HOA boards, work.

I'm glad I don't live in your HOA: you'd require a drawn-out process to remove a criminal from the board, allowing him or her to keep stealing.

At least please read posts and accurately describe what they say. At a minimum. Please.
PaulJ6
(New York)

Posts:579


01/04/2020 4:06 PM  
Posted By SheilaJ1 on 01/04/2020 3:57 PM
Your bylaws talk about a appointed board member not a voted-in by membership board member.




Your statement is false.

My bylaws state, as posted above (again, please learn to read):

"No director then sitting on the Board of Directors"

Being subject to removal for cause by other directors applies to a "director then sitting on the Board of Directors". My bylaws do not distinguish between appointed and elected directors.

Again, please learn to read! That's not too much to ask. And please stop giving advice about HOAs generally that is contradicted by many HOAs. Please!
SheilaJ1
(South Carolina)

Posts:150


01/04/2020 4:16 PM  
Oh now your bylaws don't distinguish between appointed or elected.

Just digging and digging today aren't you? Doesn't matter if a criminal sits on the board, the removal process still has to be followed. Your confusion is that you don't understand the difference between an appointed directors versus one that was voted in by the members. Not even in New York can a director be removed unless by the same class of members that voted them in.

Bonnie can't remove any voted in person without a super-majority member vote.
PaulJ6
(New York)

Posts:579


01/04/2020 4:28 PM  
Posted By SheilaJ1 on 01/04/2020 4:16 PM
Oh now your bylaws don't distinguish between appointed or elected.

Just digging and digging today aren't you? Doesn't matter if a criminal sits on the board, the removal process still has to be followed. Your confusion is that you don't understand the difference between an appointed directors versus one that was voted in by the members. Not even in New York can a director be removed unless by the same class of members that voted them in.

Bonnie can't remove any voted in person without a super-majority member vote.




Sheila, you keep making false statements and keep trying to somehow use your own false and idiotic statements to attack others.

My HOA allows criminal directors to be removed by the board, no matter how they originally joined the board. You got that wrong.

Now you're saying, "your bylaws don't distinguish between appointed and elected".

Have you read my bylaws in their entirety? No. They actually have detailed provisions about the board appointing directors, and detailed provisions about electing directors by HOA member vote. So do most HOA bylaws. So your statement is false.

Your statement below is also false:

Posted By SheilaJ1 on 01/04/2020 4:16 PM
Not even in New York can a director be removed unless by the same class of members that voted them in.




That is false. In NY, if bylaws and other governing documents allow a director to be removed by the board, the director can be. That's how NY law works, and that's how the governing documents of my HOA work.

Stop making false statements!
PaulJ6
(New York)

Posts:579


01/04/2020 4:28 PM  
Posted By SheilaJ1 on 01/04/2020 4:16 PM
Oh now your bylaws don't distinguish between appointed or elected.

Just digging and digging today aren't you? Doesn't matter if a criminal sits on the board, the removal process still has to be followed. Your confusion is that you don't understand the difference between an appointed directors versus one that was voted in by the members. Not even in New York can a director be removed unless by the same class of members that voted them in.

Bonnie can't remove any voted in person without a super-majority member vote.




Sheila, you keep making false statements and keep trying to somehow use your own false and idiotic statements to attack others.

My HOA allows criminal directors to be removed by the board, no matter how they originally joined the board. You got that wrong.

Now you're saying, "your bylaws don't distinguish between appointed and elected".

Have you read my bylaws in their entirety? No. They actually have detailed provisions about the board appointing directors, and detailed provisions about electing directors by HOA member vote. So do most HOA bylaws. So your statement is false.

Your statement below is also false:

Posted By SheilaJ1 on 01/04/2020 4:16 PM
Not even in New York can a director be removed unless by the same class of members that voted them in.




That is false. In NY, if bylaws and other governing documents allow a director to be removed by the board, the director can be. That's how NY law works, and that's how the governing documents of my HOA work.

Stop making false statements!
SheilaJ1
(South Carolina)

Posts:150


01/04/2020 4:35 PM  
Then kindly copy and paste the NY law that states the board can remove a board member voted in by the members class.
PaulJ6
(New York)

Posts:579


01/04/2020 4:43 PM  
Posted By SheilaJ1 on 01/04/2020 4:35 PM
Then kindly copy and paste the NY law that states the board can remove a board member voted in by the members class.




See below, Oracle of Myrtle Beach:

https://codes.findlaw.com/ny/business-corporation-law/bsc-sect-706.html

Any or all of the directors may be removed for cause by vote of the shareholders.  The certificate of incorporation or the specific provisions of a by-law adopted by the shareholders may provide for such removal by action of the board, except in the case of any director elected by cumulative voting, or by the holders of the shares of any class or series, or holders of bonds, voting as a class, when so entitled by the provisions of the certificate of incorporation.

You can read (although you'll misinterpret) the rest of this statute. It basically says that there are limits to a board's removal of a director, and those limits would be generally set forth in the certificate of incorporation.

Thus, Oracle of Myrtle Beach, my HOA's bylaws contain "specific provisions...for...removal by action of the board", as stated above. Oracle of Myrtle Beach, you'd also need to check my HOA's Certificate of Incorporation. It states that "Elections, appointments and removals of directors shall be set forth in the bylaws."
PaulJ6
(New York)

Posts:579


01/04/2020 4:51 PM  
Posted By SheilaJ1 on 01/04/2020 4:16 PM
Not even in New York can a director be removed unless by the same class of members that voted them in.




FALSE

SheilaJ1 (aka the "Oracle of Myrtle Beach") is a non-lawyer from South Carolina who makes false statements about New York law.
SheilaJ1
(South Carolina)

Posts:150


01/04/2020 4:51 PM  
You just proved my point, you can't remove a member voted-in director by a board vote only. Not that much different than what Bonnie stated about her methods to remove in her state.

PaulJ6
(New York)

Posts:579


01/04/2020 4:54 PM  
Posted By SheilaJ1 on 01/04/2020 4:51 PM
You just proved my point, you can't remove a member voted-in director by a board vote only.




FALSE, Oracle of Myrtle Beach.

As per the statute copied above, in NY a HOA can include in its governing documents (certificate of incorporation and bylaws) the ability for the board to remove a director, and the board will then have authority to do so. That's exactly what mine does.
SheilaJ1
(South Carolina)

Posts:150


01/04/2020 5:07 PM  
Nope, can't remove a voted in director even in your bylaws.
PaulJ6
(New York)

Posts:579


01/04/2020 5:09 PM  
Posted By SheilaJ1 on 01/04/2020 5:07 PM
Nope, can't remove a voted in director even in your bylaws.




FALSE, Oracle of Myrtle Beach.

In New York, if the HOA's Certificate of Incorporation and Bylaws permit, then a board can remove directors.

Oracle of Myrtle Beach, respectfully, you know nothing about New York law. And very little about HOAs.
PaulJ6
(New York)

Posts:579


01/04/2020 5:12 PM  
Posted By SheilaJ1 on 01/04/2020 5:07 PM
Nope, can't remove a voted in director even in your bylaws.




You have the exact text of bylaws, and the exact text of a New York statute, pasted above. They say the exact opposite of what you're claiming.

You're literally, and seriously, denying the plain text that's posted above.

Is the earth flat? Did the sun not rise today, anywhere? Only someone like you could answer "Yes" to both of those.

Oracle of Myrtle Beach, you are, respectfully, simply unbelievable. If I posted that 2 + 2 = 4, you're the kind of person who could try to deny it.
SheilaJ1
(South Carolina)

Posts:150


01/04/2020 5:17 PM  
We'll have to disagree but far as I know, you have had a lot of trouble in your HOA with the directors.

You haven't got the vote to remove them in your HOA because you need a majority vote otherwise at least some of the directors would of been removed by now.
PaulJ6
(New York)

Posts:579


01/04/2020 5:18 PM  
Oracle of Myrtle Beach, when you're shown to be wrong, the adult response is to say something like, "Oh, I see where you're coming from, now that you've posted more." Not to attack the person for giving alleged "bad advice", and to keep denying reality.

I can certainly state that, as per your posts, there are a lot of other considerations to letting a board remove a director. As I've seen in this thread, appointed vs. elected directors may be treated differently; CC&Rs may have relevant provisions; state law may provide that only shareholders or members of a class can remove a director; and more--in short, it's not a simple fix to bylaws, and it may be impossible in some situations to allow a board to remove directors, even for cause. I can certainly acknowledge that.

So I can certainly acknowledge that my recommendation above didn't take into account all of those things, which others posted above.

But what you're doing is flatly denying reality.

Again: in NY, and in many HOAs, a board can remove a director if the governing documents allow that. Period. That's the law in some situations (such as mine). You can deny it all you want...but you're simply destroying your own credibility by flatly denying the plain text of a statute and bylaws.
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