Get 2 months of free community web site hosting from Community123.com!
Monday, January 27, 2020
Get 2 months of free community web site hosting from Community123.com!
Only members have access to all features.
Click here to join HOATalk for Free! Members click here to login and access all features.
Subject: rogue board member may be voted off board.
Prev Next
Please login to post a reply (click Member Login on the menu).
Page 2 of 2 << < 12
Author Messages
PaulJ6
(New York)

Posts:579


01/04/2020 5:22 PM  
Posted By SheilaJ1 on 01/04/2020 5:17 PM
We'll have to disagree.




No, I'm right and you're wrong about NY law.
SheilaJ1
(South Carolina)

Posts:150


01/04/2020 5:33 PM  
Posted By PaulJ6 on 01/04/2020 5:22 PM
Posted By SheilaJ1 on 01/04/2020 5:17 PM
We'll have to disagree.




No, I'm right and you're wrong about NY law.



Nope. Then your HOA would of removed the bad directors a long time ago but the fact is they can’t without a member vote.
PaulJ6
(New York)

Posts:579


01/04/2020 5:33 PM  
Posted By SheilaJ1 on 01/04/2020 5:17 PM

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.




FALSE

Removal, by a board, of directors for cause is optional. It's not mandatory or automatic. At least in my HOA.

In my HOA, the directors don't want to remove each other, except for one director who the president is trying to remove for "cause". The president is building up evidence to do so. The president doesn't yet have enough evidence to show "cause" under NY law.
PaulJ6
(New York)

Posts:579


01/04/2020 5:36 PM  
Posted By SheilaJ1 on 01/04/2020 5:33 PM
Posted By PaulJ6 on 01/04/2020 5:22 PM
Posted By SheilaJ1 on 01/04/2020 5:17 PM
We'll have to disagree.




No, I'm right and you're wrong about NY law.



Nope. Then your HOA would of removed the bad directors a long time ago but the fact is they can’t without a member vote.




FALSE

See my post above.
AugustinD


Posts:2411


01/04/2020 5:56 PM  
Posted By PaulJ6 on 01/04/2020 3:47 PM
Let's say a popular board member is embezzling funds from the HOA. That's certainly "cause".
If a Board majority suspects embezzling is going on, and the Bylaws permit the Board to remove a director "for cause," then the courts will expect the Board to have an in-house hearing where the accused is allowed to defend himself or herself. If the Board majority is intent on framing the director, then it will have no problem doing so. (Then said board better be prepared for a defamation lawsuit et cetera by the ousted director.) I believe "best practice" is to not let a bullying board undo the will of the members, as exercised in fair annual elections. If a board suspects criminal activity like embezzlement, I think the board should isolate the director from the HOA's bank accounts, manager (for the most part) and vendors. Then the board should immediately consult the HOA attorney.


Paul, I understand your HOA permits the board to remove a director "for cause." But I believe this is by far the exception. (Here's discussion of another HOA that is an exception: https://caselaw.findlaw.com/pa-commonwealth-court/1094619.html.) I do not recommend to Bonnie or anyone else that they try to amend the Bylaws to allow removal of a director by the board "for cause." I do support Bylaws that say a director is automatically removed after missing three consecutive meetings; falling 60 days behind with payment of the assessment; or being convicted of a felony (as Kerry noted).

Paul, given your railing in the past against incompetent boards, I am surprised you would want to give them the power to undo the will of the membership.

Just saying.
PaulJ6
(New York)

Posts:579


01/04/2020 5:59 PM  
Sure, fair enough. I'd usually say that "cause" is something like commission of a crime, breach of fiduciary duty or the like (i.e., something illegal).
BonnieG1
(Nebraska)

Posts:1181


01/04/2020 6:21 PM  
Posted By GeorgeS21 on 01/04/2020 2:51 PM
When you say documents, do you mean Bylaws?




Yes. It also requires a super majority of the owners to amend articles in our Mater Deed. One article requires 100 percent of the owners to agree to amend it.
PaulJ6
(New York)

Posts:579


01/04/2020 6:23 PM  
AugustinD (you are one of the most well-thought, insightful and respected members of this board, so please don’t take this as an attempted argument):

I’m told at work that directors should always be able to be removed for cause, regardless of shareholder (or HOA member, in this case) rights to designate directors. The basis for this position is that if a director is doing something awful that harms the company (or HOA, in this case), the director needs to go ASAP and the shareholders (or HOA members) shouldn’t want that person on the board anyway.

Cause is usually something really awful, such as a criminal or other illegal act.

I would support a general right of a board to remove a director for cause as long as “cause” is narrowly defined to be something criminal or otherwise illegal that harms the HOA. As you correctly point out, a board would need to have a very strong set of evidence showing “cause”; otherwise the board could get sued for claiming “cause” without evidence.

I think that a board right to remove a director for “cause” would really be needed only in a HOA where members are apathetic and it may take a long time to get proxies to constitute a quorum. Your points about limiting a bad director’s access to funds is certainly a fair point.

As always, your post is a good one. I just wanted to share my perspective. Thank you.
MelissaP1
(Alabama)

Posts:8922


01/04/2020 6:35 PM  
If we had a document that required a 100% vote to make changes, I'd gather a 100% vote to change it down to a reasonable majority 75%. Which 51 - 90% is a typical range for "Majority" vote in many HOA's. Ours was 75% for By-laws/Articles of Incorporation. The CC&R's was 90%. My suggestion for next change was to reduce it all to be 75%.

So if you don't like the voting weight, there's always the option to change it. Including for removal of board.

Former HOA President
PaulJ6
(New York)

Posts:579


01/04/2020 6:40 PM  
MelissaP1 is also exactly right.
AugustinD


Posts:2411


01/04/2020 6:48 PM  
Posted By PaulJ6 on 01/04/2020 6:23 PM
I think that a board right to remove a director for “cause” would really be needed only in a HOA where members are apathetic
Isn't it entirely possible, or even likely, that members are apathetic because the board is a bunch of lying, incompetent, "Survivor"-playing, bullies who harass anyone who gets in their way, be they members or directors in the minority?

Again, just saying. Your claims and points are noted. I agree with many of them. I googled to see if I could find anything dispositive on the point. This site seems to express my own feelings (and maybe yours as well): https://www.upcounsel.com/director-removal-for-cause. I think the best line from the latter site is: "Removing a director from the board is a delicate process that should be spelled out clearly in the corporation's bylaws."

As far as HOA Bylaws that do not state a director can be removed "for cause," can a board remove a director who, say, repeatedly and provably releases the HOA's attorney-client privileged exchanges to, say, a member bent on suing the HOA? Technically, I say no (unless state statutes say otherwise). Practically, I say yes. The board votes to refuse to share anymore such exchanges (and then some) with the violating director. (Let the jerk sue on the latter, if he is so foolish.) Then the Board calls a special meeting of members to expose the actions of the director and invite a recall vote by the members (assuming the governing documents allow the board to call such a special meeting).
MarkW18
(Florida)

Posts:382


01/04/2020 6:50 PM  
Posted By AugustinD on 01/04/2020 6:48 PM
Posted By PaulJ6 on 01/04/2020 6:23 PM
I think that a board right to remove a director for “cause” would really be needed only in a HOA where members are apathetic
Isn't it entirely possible, or even likely, that members are apathetic because the board is a bunch of lying, incompetent, "Survivor"-playing, bullies who harass anyone who gets in their way, be they members or directors in the minority?




Georgie,

You need to step in, he is saying bad things about a HOA Board.
PaulJ6
(New York)

Posts:579


01/04/2020 6:54 PM  
MarkW18 is also correct. I love it! (Just kidding with you, as a friend, AustinD.)
JenniferD8
(Michigan)

Posts:31


01/04/2020 7:35 PM  
We had similar board infighting last year. My advice would be for the board to concentrate on the job that they were elected to do and leave the drama alone. It does nothing but lower morale in the development and cast the board in a bad light.
SheilaJ1
(South Carolina)

Posts:150


01/04/2020 8:01 PM  
Posted By MelissaP1 on 01/04/2020 6:35 PM
If we had a document that required a 100% vote to make changes, I'd gather a 100% vote to change it down to a reasonable majority 75%. Which 51 - 90% is a typical range for "Majority" vote in many HOA's. Ours was 75% for By-laws/Articles of Incorporation. The CC&R's was 90%. My suggestion for next change was to reduce it all to be 75%.

So if you don't like the voting weight, there's always the option to change it. Including for removal of board.


More you reduce it the easier it is for voters to change it back. Changing bylaws has always been as worthless as making policies. The next set of voters just change them to fit their personal agendas.

Better just to win elections.
GeorgeS21
(Florida)

Posts:1877


01/04/2020 8:02 PM  
Hi MarkW,

Feels good in 2020 to be reminded of the big mouth bully from 4th grade using that name.

By 5th he had grown up and stopped.
MarkW18
(Florida)

Posts:382


01/04/2020 8:14 PM  
Posted By GeorgeS21 on 01/04/2020 8:02 PM
Hi MarkW,

Feels good in 2020 to be reminded of the big mouth bully from 4th grade using that name.

By 5th he had grown up and stopped.



You're so right, I am the BIG BAD BULLY.
GenoS
(Florida)

Posts:3495


01/04/2020 9:29 PM  
Posted By JenniferD8 on 01/04/2020 7:35 PM
We had similar board infighting last year. My advice would be for the board to concentrate on the job that they were elected to do and leave the drama alone. It does nothing but lower morale in the development and cast the board in a bad light.

This really depends on many factors.

A few years ago my HOA changed attorneys. The old one resigned as the corporation's registered agent and filed the appropriate paperwork with the state. Our board at the time was clueless that we needed a registered agent as a matter of law. Three months later they took care of it. Homeowners elected them to do that job, and they didn't. Many times the board is actually responsible for the drama through incompetence and ignorance. That board deserved to be cast in a bad light, I do believe.
AugustinD


Posts:2411


01/05/2020 9:05 AM  
Posted By PaulJ6 on 01/04/2020 6:54 PM
MarkW18 is also correct. I love it! (Just kidding with you, as a friend, AustinD.)
No problem. One reason I think Bylaws should give specific reasons for removing a director is because I saw the OP comment (derisively IMO) that a fellow condo member "has not worked for some time although he is not 65 yet." The OP seems to have a lot of extraneous comments indicating her personal disdain for fellow members. Said disdain does not appear to be based in law or condo governing documents but rather personal run-ins she has had with these members. Does the OP think that a Board has the right to go after people because a board majority does not like, for example, that the people are not employed? Does the OP expect me to support what she wants when she is perhaps less interested in the law than in using the Board as a cudgel for her personal annoyances? When the OP was on the Board, was her personal animus for an owner often the reason why, say, some owners got tagged with a violation while other owners did not? I hope not. But this is largely why I think Bylaws, used by total amateurs who are often incompetent in applying their governing documents, need to be specific where removal of a director is permitted.

"We are trying to give the world positive ways of dealing with their feelings."
KerryL1
(California)

Posts:6817


01/05/2020 10:27 AM  
Say, Paul, I may be mistaken but I think you wrote that your bylaws do list "causes" for the Board to remove directors. If so, please share that list with us.

Our bylaws do not, but there are also other ways boards can discipline a rogue director. As noted, the board can remove the director from office. For executive session matters, the board can form an "executive committee" and not include a rogue director, let's say one who reveals Ex. Session. materials.

If a rogue director is messing with HOA finances, the board can vote that s/he not receive or have access to any financial reports and their name can be removed as someone who can sign checks.

If the rogue director harasses management staff with too many demands and requests, the Board can prohibit or limit th director's access to the PM/MC and instruct the latter to block the director's emails.


MarkW of FL (or is it RichardP of CA?), please tell us how your sudden appearance on this thread and remark about George's name in any way contributes to helping the OP or positively contributing to anyone's understanding of HOA matters.
BonnieG1
(Nebraska)

Posts:1181


01/05/2020 10:58 AM  
Posted By AugustinD on 01/05/2020 9:05 AM
Posted By PaulJ6 on 01/04/2020 6:54 PM
MarkW18 is also correct. I love it! (Just kidding with you, as a friend, AustinD.)
No problem. One reason I think Bylaws should give specific reasons for removing a director is because I saw the OP comment (derisively IMO) that a fellow condo member "has not worked for some time although he is not 65 yet." The OP seems to have a lot of extraneous comments indicating her personal disdain for fellow members. Said disdain does not appear to be based in law or condo governing documents but rather personal run-ins she has had with these members. Does the OP think that a Board has the right to go after people because a board majority does not like, for example, that the people are not employed? Does the OP expect me to support what she wants when she is perhaps less interested in the law than in using the Board as a cudgel for her personal annoyances? When the OP was on the Board, was her personal animus for an owner often the reason why, say, some owners got tagged with a violation while other owners did not? I hope not. But this is largely why I think Bylaws, used by total amateurs who are often incompetent in applying their governing documents, need to be specific where removal of a director is permitted.

"We are trying to give the world positive ways of dealing with their feelings."




When I was on the Board we were careful to be fair. We did not want to fine anyone so gave verbal and written warnings before anyone was fined. The only owner we actually fined was an owner who insisted he was in the right. Long story but we went to court twice to get this owner to abide by our documents.
I do not dislike anyone who lives in my building. I dislike some of the things some people do but that doesn't mean I dislike them. If you are a parent you probably dislike some of the things your children do, But you do not dislike your children.
AugustinD


Posts:2411


01/05/2020 11:27 AM  
Posted By BonnieG1 on 01/05/2020 10:58 AM
I do not dislike anyone who lives in my building. I dislike some of the things some people do but that doesn't mean I dislike them.
Other than to try to prejudice readers here against a certain person, why did you post that this person, "has not worked for some time although he is not 65 yet"? Can you cite the covenant or state law that says it is unlawful not to have worked for some time while being under the age of 65?
BonnieG1
(Nebraska)

Posts:1181


01/05/2020 11:40 AM  
Posted By MelissaP1 on 01/04/2020 6:35 PM
If we had a document that required a 100% vote to make changes, I'd gather a 100% vote to change it down to a reasonable majority 75%. Which 51 - 90% is a typical range for "Majority" vote in many HOA's. Ours was 75% for By-laws/Articles of Incorporation. The CC&R's was 90%. My suggestion for next change was to reduce it all to be 75%.

So if you don't like the voting weight, there's always the option to change it. Including for removal of board.




We tried to change it in 2016. Our lawyer told us we needed first amend the requirement that we need 100% approval to amend the requirement for 100% approval. Two members would not vote to do this. I might mention to our current President that maybe we could try again sometime in the future. We could sell the building with less percentage of member vote than to amend Article 6 of our Master Deed.
GeorgeS21
(Florida)

Posts:1877


01/05/2020 11:41 AM  
Too long spent.
BonnieG1
(Nebraska)

Posts:1181


01/05/2020 11:49 AM  
Posted By AugustinD on 01/05/2020 11:27 AM
Posted By BonnieG1 on 01/05/2020 10:58 AM
I do not dislike anyone who lives in my building. I dislike some of the things some people do but that doesn't mean I dislike them.
Other than to try to prejudice readers here against a certain person, why did you post that this person, "has not worked for some time although he is not 65 yet"? Can you cite the covenant or state law that says it is unlawful not to have worked for some time while being under the age of 65?




You are right there is nothing in our Master Deed, By-Laws or state law that states a person has to work. A Board member just thinks he has too much time on his hands. He is the one who wants the Board to review the camera footage weeks back just in case something happened, not because something happened.

Thanks this post helped remind me that this man may be working at home. He has told me about an invention he is working on that will bring dead plants back to life. If he succeeds you will probably hear about it in the news.
PaulJ6
(New York)

Posts:579


01/05/2020 6:27 PM  
Posted By KerryL1 on 01/05/2020 10:27 AM
Say, Paul, I may be mistaken but I think you wrote that your bylaws do list "causes" for the Board to remove directors. If so, please share that list with us.




The list of things that I would typically expect would be:

* Commission of a misdemeanor or felony (or, if you want to make it harder to remove a director, "conviction" for a misdemeanor or felony).
* Breach of fiduciary duty.

I'd make the list pretty narrow.

In one HOA that I was involved with, the HOA's lawyer wrote that directors could not serve (not just that they could be removed) for "improper actions" or something, which was very broad. Then the HOA got sued by a homeowner who said that all of the directors had done improper things and were illegally on the board. That created a mess.
Please login to post a reply (click Member Login on the menu).
Page 2 of 2 << < 12
Forums > Homeowner Association > HOA Discussions > rogue board member may be voted off board.



Get 2 months of free community web site hosting from Community123.com!



News Articles Provided by: Community Associations Network
News, articles and blogs about condos/HOA's

Only members have access to all features.
Click here to join HOATalk for Free! Members click here to login and access all features.







General Legal Notice:  The content of forum messages are from the posting member and have not been reviewed nor endorsed by HOATalk.com.  Messages posted by HOATalk or other members are for informational purposes only, are not legal or professional advice and do not constitute an attorney-client relationship.  Readers should not act upon this information without seeking professional counsel.  HOATalk is not a licensed attorney, CPA, tax advisor, financial advisor or any other licensed professional.  HOATalk accepts ads from sponsors but does not verify sponsor qualifications nor endorse/guarantee any sponsor's product or service.
HindmanSanchez Legal Notice:  (For messages posted by HindmanSanchez) This message has been prepared by HindmanSanchez for informational purposes only and does not constitute legal advice. This information is not intended to create, and receipt of it does not constitute an attorney-client relationship. Members of HOATalk.com should not act on this information without seeking professional counsel. Please do not send us confidential information unless you speak with one of our attorneys and get authorization to send that information to us. If you wish to initiate possible representation, please contact an attorney in our firm. Our attorneys are licensed to practice law in the state of Colorado only.

Legal Notice For Messages Posted by Sponsoring Attorneys: This message has been prepared by the sponsoring attorney for informational purposes only and does not constitute legal advice. This information is not intended to create, and receipt of it does not constitute an attorney-client relationship. Readers of HOATalk.com should not act on this information without seeking professional counsel. Please do not send any sponsoring attorney confidential information unless you speak with the sponsoring attorney or an attorney from the sponsoring attorney’s firm and get authorization to send that information to them. If you wish to initiate possible representation, please contact an attorney in the firm of the sponsoring attorney. Sponsoring attorneys that post messages here are licensed to practice law in a specific state or states as indicated in their message signature or sponsor’s profile page. (NOTE: A ‘sponsoring attorney’ is an attorney that is a HOATalk.com official sponsor and is identified as such in the posted message or on our sponsor page.)

Copyright HOA Talk.com, A Service of Community123 LLC ( Homeowners Association Discussions )   Terms Of Use  Privacy Statement