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Subject: Removal from Board
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Author Messages
LouH1
(Michigan)

Posts:30


07/11/2020 5:03 PM  
Bylaws specify that removal of a board member before the term is out requires a majority of the HOA members. Despite this, a majority of the board thinks they can remove me by a simple majority board vote. I think they are confused with another part of the bylaws which describes how to remove a board officer, such as president or treasurer, which removes them from office, not from the board. My question is, if I am confronted at a meeting with such an improper motion/vote, what is the best way to handle it? Walk away and fight it legally or refuse to leave the meeting? Or something else? Thank you.
PaulJ6


Posts:0


07/11/2020 5:10 PM  
Refuse to leave and fight it. But be sure that your analysis of the governing documents and statutes is rock-solid.

Then campaign to get rid of them.
KerryL1
(California)

Posts:7397


07/11/2020 6:24 PM  
Ah, I see you are on the Board, Lou. Has one or more erectors said that they wan to remove you as a director? In other words, s this a feeling you have or are director saying they're going to do this?

You most likely are right: Your Bylaws probably say the Board can remove officers, but not directors. Some Bylaws DO allow the Board to remove directors in some circumstances (with cause) as specified in your Bylaws, and if the directors appointed the director to the board.

With Paul, I'd say write a concise summary of the relevant Bylaws, not in each Article and Section, to have on hand to distribute in case they try to remove you. You could try a little Robert's Rules of Order on them by saying, "point of order, point of order: tha board cannot remove me as a director, only the owners can."

In your state, must agenda items be posted a few days before a board meeting? If so, you will see that on the agenda.

What's the backstory here, Lou?
KerryL1
(California)

Posts:7397


07/11/2020 6:34 PM  
Ah, I see you are on the Board, Lou. Has one or more erectors said that they wan to remove you as a director? In other words, s this a feeling you have or are director saying they're going to do this?

You most likely are right: Your Bylaws probably say the Board can remove officers, but not directors. Some Bylaws DO allow the Board to remove directors in some circumstances (with cause) as specified in your Bylaws, or if the directors appointed the director to the board.

With Paul, I'd say write a concise summary of the relevant Bylaws, note each Article and Section #, to have on hand to distribute in case they try to remove you. You could try a little Robert's Rules of Order on them by saying, "point of order, point of order: the board cannot remove me as a director, only the owners can."

In your state, must agenda items be posted a few days before a board meeting? If so, you will see that on the agenda.

Do you have a property manager who attends board meetings? Are board meetings in MI open to owners?

What's the backstory here, Lou?
AugustinD


Posts:3683


07/11/2020 7:11 PM  
Posted By LouH1 on 07/11/2020 5:03 PM
if I am confronted at a meeting with such an improper motion/vote, what is the best way to handle it?

-- Inform the other directors that only a vote of the HOA's members may lawfully remove you.

-- Refuse to leave the meeting.

-- Expect not to be informed of the time, place and agenda of executive sessions of the board. Expect to be removed from email communications to all directors.

-- If the Bylaws do not require board meetings to be open to all HOA members, expect not to be informed of the time and place of future meetings; the agendas for the meetings; any board business; and so on.

-- If the bylaws require board meetings to be open to all HOA members, you can attend but do not expect to be recognized. I do not advise disrupting such a meeting with your objections.

-- You can fight it legally. I estimate the cost to you will be $5k to $15k plus a lot of mental exhaustion.

-- Your time would be better spent campaigning for a new board. But if your HOA membership is apathetic, this might be a waste of time as well.

-- When one is in the minority, with no meaningful support from the membership, often it's best to fold one's cards. But I think usually this lesson is learned only by living through a nasty fight or two. Justice happens often in the movies. It is not what real life is. It is not what one's primary and secondary school teachers taught.

-- Keep reading here for the tales of woe of amateur boards that do to others what is happening to you. I think it can help one to get through a situation where one is being bullied.
GeorgeS21
(Florida)

Posts:2902


07/11/2020 7:54 PM  
Lou,

Stand your ground.

Don’t leave the meeting.

Have your Bylaws with you and quote the applicable section on the spot. Following the meeting, I would consider writing a letter to the Board outlining what occurred - for the record.

If the Board attempts to exclude you, be prepared to motivate your neighbors to recall the Board.

However, as Augustin points out, you will need to decide how important this is to you.

Make sure you know your docs.
LouH1
(Michigan)

Posts:30


07/12/2020 6:03 AM  
Thanks! So how does this work, the docs are clear. I am a Director and cannot be removed except by 50+% vote of members which will not be at this open board meeting. Do I just carry on like a board member. I have another year + to serve?
PaulJ6


Posts:0


07/12/2020 6:34 AM  
Posted By LouH1 on 07/12/2020 6:03 AM
Thanks! So how does this work, the docs are clear. I am a Director and cannot be removed except by 50+% vote of members which will not be at this open board meeting. Do I just carry on like a board member. I have another year + to serve?




Yes.
LouH1
(Michigan)

Posts:30


07/12/2020 7:53 AM  
Bylaws. Then what? If they send me nothing. Remove me from the indeminuty, put another person in my place....then they are acting illegally and against the bylaws....what do I do then?
PaulJ6


Posts:0


07/12/2020 8:12 AM  
Posted By LouH1 on 07/12/2020 7:53 AM
Bylaws. Then what? If they send me nothing. Remove me from the indeminuty, put another person in my place....then they are acting illegally and against the bylaws....what do I do then?




Depends on how much you want to stay on the board.

Option 1: Just run for the board again, stating that you're still validly on the board. Can you win in an annual election?

Option 2: Bring in a lawyer and fight it. That will be really expensive. You'd make some bitter enemies.
LouH1
(Michigan)

Posts:30


07/12/2020 9:53 AM  
Thanks Paul. I HAVE ANOTHER YEAR AND 4 MONTHS TO GO ON MY 2 YEAR SERVICE TO THE COMMUNITY. ( unhit caps, sorry) the board will be invalid, and illegal that whole time as I cant be removed without a co-owner vote. See?
AugustinD


Posts:3683


07/12/2020 10:05 AM  
Posted By LouH1 on 07/12/2020 9:53 AM
Thanks Paul. I HAVE ANOTHER YEAR AND 4 MONTHS TO GO ON MY 2 YEAR SERVICE TO THE COMMUNITY. ( unhit caps, sorry) the board will be invalid, and illegal that whole time as I cant be removed without a co-owner vote.
Respectfully, congratulate yourself for your legal logic for one microsecond. Then for the next few days, contemplate that the board is not illegal until a court says it is. This is one of the leading problems with HOAs and condos: Nationwide some HOA/condo Boards break the law. But fighting such boards in court costs a fortune. Meanwhile the board has the legal right to make members pay for the HOA attorney. It almost always costs the directors personally nothing to fight you. Theory meet reality. Justice will likely be smacked down yet again by the costs of litigation.
JohnC46
(South Carolina)

Posts:9678


07/12/2020 10:42 AM  
Posted By AugustinD on 07/12/2020 10:05 AM
Posted By LouH1 on 07/12/2020 9:53 AM
Thanks Paul. I HAVE ANOTHER YEAR AND 4 MONTHS TO GO ON MY 2 YEAR SERVICE TO THE COMMUNITY. ( unhit caps, sorry) the board will be invalid, and illegal that whole time as I cant be removed without a co-owner vote.
Respectfully, congratulate yourself for your legal logic for one microsecond. Then for the next few days, contemplate that the board is not illegal until a court says it is. This is one of the leading problems with HOAs and condos: Nationwide some HOA/condo Boards break the law. But fighting such boards in court costs a fortune. Meanwhile the board has the legal right to make members pay for the HOA attorney. It almost always costs the directors personally nothing to fight you. Theory meet reality. Justice will likely be smacked down yet again by the costs of litigation.




Well said. Right versus money. Let us see who wins.
LouH1
(Michigan)

Posts:30


07/12/2020 11:22 AM  
Thanks for the reality check. However the ranks are restless... 8 years with nothing done. Got other suggestions?
KerryL1
(California)

Posts:7397


07/12/2020 1:33 PM  
Can you share with us why the Board wants to remove you? Does the whole board want to remove you?

Do you have support from many Owners? Did you win the election fairly strongly?

Do you have a property manager who can set the rest of the board straight?

. This is a tough one because, as others have pointed out, if you don't leave the meeting when they vote you out, they can cut off all communication with you so that you have no support. They canna lock you out of meetings. Sure it's wrong, but you'd have to send funds to fight them.

It would be cheapest and easiest to step aside and gather forces to run against incumbents at the next election. But this only woks if you can muster up allies.

GeorgeS21
(Florida)

Posts:2902


07/12/2020 3:05 PM  
I would also consider writing to local and state governmental officials about this.

The, I would consider communicating all this to local news organizations - to certainly would require you to make a stand.

Some might say it could affect the property values in your association - perhaps, but if everything else is OK there, it might now.

We don't know all the details ...
SueW6
(Michigan)

Posts:717


07/13/2020 12:43 PM  
When the motion is read at the meeting, yell out “Mr Chairperson. Point of Order!! The procedure for removal of a board member is ..... Therefore this is not the correct body to Consider this motion. It should be withdrawn and the meeting adjourned.”


KerryL1
(California)

Posts:7397


07/13/2020 1:11 PM  
As in my way above, Lou, I agree with Sue. If you ry this, ween you first al "point of order, you stay seated. If you're ignored, stand up and shout it. It's just fine too interrupt the meeting chair or any other director to do this. (Right, Sue?)
LouH1
(Michigan)

Posts:30


07/13/2020 4:18 PM  
Sue and Kerry L....I love you both! You are the greatest!
KerryL1
(California)

Posts:7397


07/13/2020 5:00 PM  
We all might be able to help further if you'd give us some background info, Lou.
LouH1
(Michigan)

Posts:30


07/13/2020 5:43 PM  
What do you want to know? Entrenched board, used to doing nothing. One has been there over 20 years, 2,15 years, 1, 7 years
Me. 8 months. I do not agree with not doing what is best for the community. I was voted in 26 to 6. Small HOA community. Love it. I speak my mind and give rationale answers to questions. I talk to members of the community and the Directors dont like that at all. I refuse to call my neighbors nasty names. What else can I tell you?
LaskaS
(Texas)

Posts:340


07/17/2020 12:52 AM  
lou, I feel for you.

A board that thinks it can remove a board member without a membership vote is certainly a board that is making rules as they go along.

Its a nightmare. The more right you are about the the facts, the more you will be made to be a "problem" board member.

I've been dealing with it for almost 3 years. I'm finally ready to throw in the towel.. it's just not worth it. not unless you have other homeowners who are willing to serve with you and really make positive changes.
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