Removal of Board officer

Most of the time, the documents - epsecially the bylaws - give the steps for removing a board member. How did he get on the board, then elected to the presidency?

Your state may have some particular rules to follow. Stay tuned. We have Florida experts here.

The president as well as all other officers are elected by the homeowners, on the ballot each person's name as well as the position he will fill. The Board does not elect its officers, we have 6 directors and 5 officers that make up the board. 5 Board members/officers will quit if he doesn't resign otr be removed. He has crippled the Board from doing their job for the community because of his wanting to control everyone and everything. It does state in our bylaws about recall and removal,I was just hoping as Board members we could do it without the rest of the communities involvement. I guess we need to change our by-laws for the future.
SimonS

Only the directors make up the Board of Directors. Is he just an officer, or both an officer and a director? Officers don't get a vote.

SimonS - Put aside for now the procedure your members used to elect the board members (directors) and that they did so with their positions each would fill. What do your by-laws state., please sight them. In my association and many associations the membership elects the board members, but the board members decide who will fill the director positions. And that the directors serve at the pleasure of the board members. What say your governing documents to the matter?

MaryA1 - You are correct so long as the by-laws provide that board members and officers are elected by the membership. I am seeking Scott clarify as to the exact wording of the by-laws because there's a possibility that the membership is following a procedure that may not be necessary because the by-laws may permit the board members to remove the officer position. Removal of a Board member by the membership is one thing, removal of an officer position is another. The two procedures may or may not be one in the same.

Simon,
Go to "GOOGLE" and key in "Fl. Statutes 720." The 3rd item is what to call up and then read under 720.303 (10) Recall of Directors.

Below, I copied just some of it but your answer is in there. There are more parts to this but what your answer is , is below.

(10) RECALL OF DIRECTORS.--

(a)1. Regardless of any provision to the contrary contained in the governing documents, subject to the provisions of s. 720.307 regarding transition of association control, any member of the board of directors may be recalled and removed from office with or without cause by a majority of the total voting interests.

2. When the governing documents, including the declaration, articles of incorporation, or bylaws, provide that only a specific class of members is entitled to elect a board director or directors, only that class of members may vote to recall those board directors so elected.

(b)1. Board directors may be recalled by an agreement in writing or by written ballot without a membership meeting. The agreement in writing or the written ballots, or a copy thereof, shall be served on the association by certified mail or by personal service in the manner authorized by chapter 48 and the Florida Rules of Civil Procedure.

2. The board shall duly notice and hold a meeting of the board within 5 full business days after receipt of the agreement in writing or written ballots. At the meeting, the board shall either certify the written ballots or written agreement to recall a director or directors of the board, in which case such director or directors shall be recalled effective immediately and shall turn over to the board within 5 full business days any and all records and property of the association in their possession, or proceed as described in paragraph (d).

(c)1. If the declaration, articles of incorporation, or bylaws specifically provide, the members may also recall and remove a board director or directors by a vote taken at a meeting. If so provided in the governing documents, a special meeting of the members to recall a director or directors of the board of administration may be called by 10 percent of the voting interests giving notice of the meeting as required for a meeting of members, and the notice shall state the purpose of the meeting. Electronic transmission may not be used as a method of giving notice of a meeting called in whole or in part for this purpose.

2. The board shall duly notice and hold a board meeting within 5 full business days after the adjournment of the member meeting to recall one or more directors. At the meeting, the board shall certify the recall, in which case such member or members shall be recalled effective immediately and shall turn over to the board within 5 full business days any and all records and property of the association in their possession, or shall proceed as set forth in subparagraph (d).

(d) If the board determines not to certify the written agreement or written ballots to recall a director or directors of the board or does not certify the recall by a vote at a meeting, the board shall, within 5 full business days after the meeting, file with the department a petition for binding arbitration pursuant to the applicable procedures in ss. 718.112(2)(j) and 718.1255 and the rules adopted thereunder. For the purposes of this section, the members who voted at the meeting or who executed the agreement in writing shall constitute one party under the petition for arbitration. If the arbitrator certifies the recall as to any director or directors of the board, the recall will be effective upon mailing of the final order of arbitration to the association. The director or directors so recalled shall deliver to the board any and all records of the association in their possession within 5 full business days after the effective date of the recall.

(i) When the recall of more than one board director is sought, the written agreement, ballot, or vote at a meeting shall provide for a separate vote for each board director sought to be recalled.

Michelle - Yes, where I wrote "board members decide who will fill the director positions" I meant to write "officer positions". You see I wrote in my association and many associations the members elect the board members....that the directors serve at the pleasure of the board members. Therefore isn't it understood that many associations does not mean all associations. You do realize that writing in all caps indicates you are yelling. : )

DonnaS - Your sighting of the statute pertains to a recall of a board director. If a director happens to be an officer, as in Simon's case with his President, depending on how his docs are written, the President may be able to be stripped of his officer duties but remain as a Director. Simon needs to provide us an exact citing of his docs if an officer can be removed by decision of the Board members. If it is not stated in his documents than the discretion should be with the Board members to decide, right?

Not always. It could mean that one is writing an entire passage in all caps.

When all-capping one or two words, it means you are placing EMPHASIS on one word over another and don't have the ability to place that emphasis through HTML or BBC code.

I HOPE that makes sense. . .

Where in the statute you cited does it outline "officers or not"?

DonnaS - Exactly my point, your not following me. There is no mention of the word officers. Perhaps you all will follow that fact to it's logical conclusion in that removal of an officer at least according to Florida state statute is not procedurally outlined. Hence the governing documents need to be followed. Once again, Simon, what do your governing documents state, not about removal of officers or board members, but election of officers, anything?

Gerald,
I do understand what you are saying but according to the Statutes and that includes our Articles of Inc with the State, no provisions or verbage for Officers is used. That is strictly a Board function, --to elect among themselves, who will be holding what position. Elections only elect Board members and the membership has no say in officer positions.I know of a few and it happened on our Board, that we switched our title/officer positions just because of workloads. So when a Board member is recalled, it is him or her as a Board member.

I checked all 3 sets of Docs that I have with 2 of them stateing in the ByLaws, that "immediately following the election of the Board at an annual meeting, the newly elected Board members shall meet and vote on officer positions." That is the only mention of the word "officer". Later on in those documents, there is a statement of each officers duty requirements. Recalls do not mention the word "officer" at all.

Good point, Dwight.

and if your docs allow for non-members to be president, that could indeed happen!

Back to Simon's original post "...as board members can the board vote and remove him out of office or would he have to be recalled and removed by majority vote of the community membership?...".

There's been to much focus upon the removal of a director. While important information, it's not what Simon needs to know. He wants to know if an officer can be recalled and removed by the board or by vote of the community.

In my association, and many associations, officers are removed by the Board, not the community. In Simon's case the community votes for them to fill the director spot and officer position. Albeit fine, there may or may not be an obligation for the community to do this. Only Simon can tell us exactly what his governing documents say to the matter.

GlenL - I'll go out on a limb here and speculate that no change to Simon's by-laws is necessary. That his association is following a procedure of electing a person a director and officer, rather than just electing directors and letting them choose who will be officer.

Gerald,

Perhaps you didn't see this message I posted after Simon posted the message Glen just referenced. And, I guess Simon didn't see it either! IMO, this answers Simon's question about how can the current Pres. be removed. !

Guess this is what happens when all the messages posted aren't read!

Mary - You are right only if Simon's governing documents state that officers are chosen by the community. Otherwise, Simon's question remains unanswered.

Mary,

Notice how Simon is absent from these discussions? All he's posted is that the president as well as all other officers are elected by the homeowners. Florida statute only states that directors may, stress may be removed from office by owners. Not must be removed. Nor does statute state that officers must be voted in by the owners. What we need to know is what governing article are the homeowners using to vote the officers into office.

I have not dropped the ball but have been out of town for a few days and not able to respond to your comments that I very much appreciate and rely on for information that seems very hard to come by without having to pay legal expenses,our lawyer does not want to talk to other HOA board members and officers. If they have questions and in the rare instance that she does, she charges a fee.
Our florida community has 2 associations, one is the Homeowner's association, the other is the Maintenance association, each follow the communities covenants and rules and regulations regarding common property but each Association has it's own set of by-laws that differ in several regards,one being how officers are elected. Before election time, the HOA board decides who is going to fill positions, it is then sent to the nominating committee who announces at the october meeting who the people are and the positions that they will hold. The community membership votes on the person and his title, usually there is no opposition and never 2 people up for the same position because no one wants to volunteer and have responsibility.
Donna, I understand what chapter 720 states, I was just asking if there was a way that we could get the president to step down from his position if 6 out of 11 Board members express a vote of no confidence partly because that he is failing to inform his fellow Board members of important issues until they become a crisis or found out through the grapevine. When I stated that we need to change our bylaws, we need to change how the officers are elected, that after they are installed as board members we then can decide who our officers will be. Our bylaws can be voted and changed at a homeowners meeting.I understand that The way everyone is talking, we then could ask the president to step down, remain on the Board and vote as board members a new officer to replace him. The maintenance association votes on their officers after the election and installation. Do I make sense? Our laws that govern our community are very confusing and contradict each other from one sentence to the next and really need to be updated, but until then we have to find answers the best way we can. Our Board is not able to do any good for the community as it stands currently.
Simon

Yes, that is how it was done in the last election and previous years elections.
Part of the nominating committees role is (it shall present a slate of candidates at the October meeting,one person for each office or Directors position.
Simon

There is not a specific section in our bylaws that clearly define what the HOA must do to elect except in the fact of the ballots and the requirements of the nominating comittee.
A) the paper ballots shall contain the list of elective offices to be filled and the names of the candidates for each elective director nominated by the nominating committee and those nominated from the floor at the October association meeting.

Simon,
Could you please explain to us what is the difference between these 2 associations, please. Maintenance assoc and HOA just confuses me. I don't know why you have 2 and what is the purpose of the Maintenance. I am fairly document savy and know where to locate things amid them byt I need more info from you. Thanks so much.

Simon,
I know that the flood gates are already open on this but did your documents allow for you to create this "sub association"? From your discription of their duties, they seem to be the financial arm of your association. This could have or should have been done with the creation of a couple of committees under the jurisdiction of the BOD of the HOA with the Teasurer taking care of most of what they do. There are way too many board members and each probably on a power trip against each other.

I have 2 rental properties that are 55+ communities and 1 of them (I do docs work for them) is like they all were trained in Nazi Germany. I have 80 and 82 year old tenants in my unit and they tell me some storys about how they are treated because they are renters. The Mr. in the family taught a couple of our astronauts how to fly , reads the Bible every day and still plays softball. And yet because he is a "renter", he has to be on mental alert every time he has to interact with any of the members there. So I know what kind of people you are dealing with.

Well, like you said, to get this back to a real working partnership as one good Board, will be probably never accomplished. Good Luck.

Simon,

Here is my suggestion. Check to see if all candidates have to come from the nominating committee. If not, then prepare a candidate for the position. Then put the nomination forth at the meeting. In the meantime collect as many proxies as the group of you can to sway your vote. If the members who have no confidence all go out collecting, then you should easily have enough votes to sway the election.