Board Members Removal/Proxy Votes

I've read pleanty of helpful information on this forum and want to thank all the contributors in advance.

Long story short, we had some interesting decisions made by our board and the majority of owners in our community were against these decision. So we started a petition to remove a few board members. Since very few people show up to our meetings, proxy voting would make the most sense. After reading on here many posts and davis sterling website. We gathered more than majority of signatures for the special meeting and collected proxy votes from those who wouldn't attend. The proxy vote form we used was one page and basically stated at the top that thise is for the removal of so and so (included the board members names and titles). After sending it to our board/mgt co., its seems that the board members don't want to leave and are trying to sway people to vote in their favor etc... For the first time ever, our mgt. Co. decided to go with a third party company to do the secret voting. Now they are telling us that our proxy votes are invalid because its not two pages. After digging around a bit more on the davis sterling site, I found this.

http://www.davis-stirling.com/MainIndex/ProxyCumulativeVoting/tabid/2019/Default.aspx#axzz1RLaVPQlc

Although our form did not have the actual vote boxes/spaces for or against, at the top of the proxy it stated that the owner is allowing the authorized person to vote on their behalf and on the removal of the mentioned board members.

My question is do we specifically need to use a 2-page proxy votes? since our form has the same info just presented a bit differently

Hi Kevin,

For some reason your State isn't showing up. Since you referred to Davis-Stirling I'll go on the expectation that the property is in CA.

CA has some unique laws surround proxies like only members may be proxy representatives.

Civil Code §1363.03. Election Procedures, Secret Ballots, Inspectors of Election.

along with

Proxy - Noncumulative Voting

discusses this issue.

As I'm reading it, both pages need to be submitted to the Board. The Board verifies that the proxy is valid and returns the second page to the proxy representative and retains the page that indicates the designation.

My suggestion is to follow the procedures exactly even if it requires going back to the individuals to have them sign a different form. In any heated issue within an Association if the rules are not followed to the letter an opportunity is created to have the result challenged.

Tim

Different States have different laws. The specifics of proxies are typically under the corporate laws of the State.


In general, if the Board (not just the secretary) accepted the resignation then the decision is up to the Board if they want the person to retract it. If the individual wanted to retract the note prior to the Board accepting it at a Board meeting, then I would expect that this would be fine (since we all get frustrated enough to want to quit every now and then).

Did the individual resign from the office of President or from the Board?

Depending on how your Association deals with officers, the way the note is written might not mean what you think it means:

If the membership elects the Directors and the Directors appoint the Officers, then saying I resign from being your President doesn't remove them as a Director and they should still have a seat on the Board. If the note said I resign from the Board, then it's possible that the individual could still be considered the President (unless there is a requirement that the President be a member of the Board). Irregardless of how the note was written, if the Board appoints officers the Board may remove individuals from the office.

If the membership elects the Officers (I elect a to be president and b to be treasurer), then a note saying I resign as President would, I believe, also remove them from the Board.

Expecting that your Association has the Board appoint the officers, I would make a motion that the individual be removed as President and then appoint the VP to the office of President. I would suspect that when this is done, the individual will probably resign again.

I did not check your State laws, I'm just going on my personal experience and, hopefully, some common sense.

Based on this information, the Board appoints the Officers. Therefore, a majority vote of the Board can remove an officer at any time. Your governing documents may or may not require that certain officers also be a member of the Board. Any office that is not required to be filled by a member of the board (Director) may have anyone appointed to it. Officers do not have a vote at Board meetings. Only Directors cast a vote at the board meeting.

To put it another way - The Directors make the decision and the officers implement the decision that was made.


Here is a link to Community Associations Networks Oregon Resources. If you scroll down the page you will see links to Oregon Laws on the left.


No. However, a motion should have been made to accept the resignation or, at least, something mentioned within the minutes of the following board meeting that Mr abc tendered his resignation effective mm/dd/yyyy so there is a record of it.

Within the next Association newsletter the Board should also mention the fact that they resigned and what the board intends to do with the empty seat (appoint someone, hold a special election or leave it vacant).


You can't force anyone to attend meetings. You need a quorum at a board meeting to conduct business. If you have a quorum, a majority of the votes cast in that meeting would be all that is needed unless your governing documents say otherwise.

Therefore, if you and the secretary make up a quorum, then a meeting can be held and business conducted.

How many officers are you required to have?

Typically a quorum for Board meetings is a simple majority of the number of seats required to be filled or are filled.

Example:

Documents say Board shall have a minimum of 5 and a maximum of 7 Directors

7 seats filled - Quorum = 4
6 seats filled - Quorum = 4
5 seats filled - Quorum = 3
Since the minimum number of Directors is 5, even if you only have 2 seats filled you need 3 for a quorum.


Find someone who is willing to serve on the Board. At the next Board meeting where there is a quorum, make the motion that this individual fill the empty seat. Majority vote wins. If that person is not appointed, find another one.

Is there a requirement that officers be Directors? If not, find someone willing to be Treasurer and at the next meeting of the Board where a quorum is present make the motion to remove the current treasurer and appoint abc in their place. Majority vote wins.


Based on your initial sentence, I'm of the expectation that the new board members were appointed to the officer positions.

Once the resignation was accepted the Board should have informed meeting facilities, management companies, the State Corporation Commission, the attorney and the Bank of the resignation. As I said earlier, they should inform the membership as soon as practical in the newsletter or via flier.