ABSENT BOARD MEMBER(IL)

Homeowner elected to Board in August 2009. Since then he has only attended 1 meeting which was in September 2009. Since then, he has not come to any meeting nor has he responded to any BOD emails or, a recent request asking him to either attend the July 2010 meeting and/or send in his resignation. Nothing has helped. It was mentioned in our association's newsletter of a possible vacancy but when it came time to mail the election information packet, no mention was given.

In the meantime, I've heard but cannot find anything in our governing docs that say if a Board Member fails to attend 3 consecutive meetings they have 'abandoned' their position and the Board may fill his position without requiring homeonwer's vote. If the BOD cannot take this action, is the only recourse available to announce to the membership looking for a replacement and holding a special meeting or, do nothing until next annual meeting when that position is available? -Renee

There MUST be something in your bylaws about Removal of a Board Member or how to fill a vacancy on the board. Look again. This is pretty boiler-plate stuff.

Renee,

I suggest you re-read your bylaws. Look under the article on board of directors. The bylaws of my former assn read: "Except in the case of injury, illness or similar excusable circumstances, 4 consecutive absences from duly called regular meetings of the board shall automatically constitute a resignation by such absent director to be effective as of the conclusion of the last missed meeting." My current assn does not have such a provision. A director can only be removed by a vote of the membership. If you find such a provision in your bylaws, IMO the vacancy could either be filled by an appointment by the BOD or a special meeting could be called to elect a new board members. On the other hand, if it is close to your year-end the BOD may just choose to wait until the annual meeting and fill the vacancy then. Now if there is no such provision in your bylaws then the only way to get rid of him is to either call a special meeting to vote to have him removed or just wait until his term of office is up. If he has a year or more left on his term I would suggest calling the special meeting. BTW, has any board member taken the initiative to call him and ask why he is not attending the meetings?