Seeking wonderous HOA verbage on BOD removal.

FionaC (California)
Posts: 212

Posted:

A small group or homeonwer's are seeking to remove our HOA President after this months election. They as an HOA is electing to provide the Board with their petition

THey are currently working on the verbage on which the petition is showing why it's being done.

Issues we have had.

Harsh unprofessional treatment of vendors, members and even our management company. Verbal accusations of an illegal meeting to a group of homeowners.
Use of facilities for personal gain ( using the clubhouse to entertain her family... no fees paid, having her dog in the clubhouse and allowing others to do the same.. all against the rules.) Verbal chastising of members during open and executive session. Openly breaking rules and not addressing the issues , dog issues, off a leash. Rude emails to members, fellow board members and actual threats... (going to have the managment company contact you... etc ) All in all she is showing some poor skills with people and really it's not what the homeowners' wish to see representing the..

What they have provided me to look at is rough... I thought I'd run it by here

Reasons for removal. For not representing our HOA in a manner which is expected of a HOA President. Harsh, unprofessional treatment of members, vendors and management company by personal interaction, email or telephone call. Use of facilities for own gain, parties etc. within new clubhouse, without proper method of rental which is expected of all members. Open chastising of members during meetings both open and executive forum..

That is all.

Can someone give me their best HOATALK verbage and spin on this. It's rough, but it get the point accross.

Thanks FI.

PeterD3 (Florida)
Posts: 708

Posted:

Removal AFTER the election?

Why not just save some time & effort and not re-elect him/her?

There's no need to list any reasons, it's an election, except to be spiteful.

Defeat will surely get the point across.

PeterD3 (Florida)
Posts: 708

Posted:

Maybe you meant he/she was re-elected already.

Why if all the reasons stated exist was he/she re-elcted?

Does a recall [petition] need a reason?

FionaC (California)
Posts: 212

Posted:

Quote:

Posted By PeterD3 on 09/28/2011 7:12 AM
Maybe you meant he/she was re-elected already.

Why if all the reasons stated exist was he/she re-elcted?

Does a recall [petition] need a reason?

THis is for REMOVAL from office. Removal, Petition is required for 5% of our homeowners, a reason is needed for removal. There are alot..

BradP (Kansas)
Posts: 2,640

Posted:

Fiona:

i think the verbage is fine as long as you have documentation to back it up.

MichaelK11 (Texas)
Posts: 432

Posted:

What Peter said: If you just had elections for Directors, why was this person re-elected to the Board? If she behaves this way, why did the other Directors make her President? (Assuming you have not had the elections, and assuming that's how your governing documents work -- you're not giving us a lot to go on in this thread.)

How does the rest of the Board feel about this person? Can she really get the MC to selectively harass homeowners simply on her say so? Who would you and your neighbors propose to replace her on the Board?

Do your governing documents really say a Director can be removed by 5% of your Membership? How many homes in your HOA?

We removed and replaced our Board via petition.

RichardP13 (California)
Posts: 1,767

Posted:

Fiona

You will need to really look at your Bylaws to see exactly what it says about removing a single director where cumulative voting is allowed. The "rogue" director by means of the documents can block her removal very easily. As I mentioned to you in another thread that the language that generally is in the Bylaws is to keep the developer in firm control while they are in the build out stage.

FionaC (California)
Posts: 212

Posted:

The bylaws do NOT allow for board member removal, so it falls upon the Davis Sterling Act. It's pretty simple once you can crack the formula on how many votes are needed and how it can be blocked etc.

FionaC (California)
Posts: 212

Posted:

The bylaws do NOT allow for board member removal, so it falls upon the Davis Sterling Act. It's pretty simple once you can crack the formula on how many votes are needed and how it can be blocked etc.

FionaC (California)
Posts: 212

Posted:

The bylaws do NOT allow for board member removal, so it falls upon the Davis Sterling Act. It's pretty simple once you can crack the formula on how many votes are needed and how it can be blocked etc.

FionaC (California)
Posts: 212

Posted:

The bylaws do NOT allow for board member removal, so it falls upon the Davis Sterling Act. It's pretty simple once you can crack the formula on how many votes are needed and how it can be blocked etc.

MichaelK11 (Texas)
Posts: 432

Posted:

Fiona, Care to respond to my other questions?

Can anyone elaborate on what the Davis Stirling act says about removing a Director? Surely not a simple petition of 5% of the Membership of an Association?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Michael,

Davis-Stirling.com's Resignations & Recalls page has all the specifics.

The 5% of the membership on a petition is the minimum needed for the members to call a special meeting for the purpose of recalling Directors (or any other purpose the members want the special meeting for).

Fiona's Association also allows cumulative voting which throws another set of requirements into the mix. Basically, because of using cumulative voting, the actual recall can be blocked even if there were a majority of votes cast supporting the recall. Here is the link to the page discussing how it works.

Tim

MichaelK11 (Texas)
Posts: 432

Posted:

Thanks, Tim.

Not going to read it. Too lazy and too far removed. Send me links to Texas legislation, if you please.

So, Fiona is just trying to get a petition to have a legal meeting (as opposed to the "not illegal" meeting that through her HOA President into a tizzy). With that lady so close to the edge, I wonder what an actual "legal" meeting would do to her composure. Might not need to actually remove her. ;-)

5% to get a meeting make sense (and sounds very progressive). Fiona alludes to it as though that will get her President removed. It doesn't even guaranty attendance of a quorum, never mind taking action (although I'm sure proxies are allowed, and that should help with the quorum). I wonder how many Fiona needs to form a quorum for a special meeting of the Members, but she doesn't seem to be answering many questions.

FionaC (California)
Posts: 212

Posted:

Quote:

Posted By MichaelK11 on 09/28/2011 7:41 PM
Thanks, Tim.

Not going to read it. Too lazy and too far removed. Send me links to Texas legislation, if you please.

So, Fiona is just trying to get a petition to have a legal meeting (as opposed to the "not illegal" meeting that through her HOA President into a tizzy). With that lady so close to the edge, I wonder what an actual "legal" meeting would do to her composure. Might not need to actually remove her. ;-)

5% to get a meeting make sense (and sounds very progressive). Fiona alludes to it as though that will get her President removed. It doesn't even guaranty attendance of a quorum, never mind taking action (although I'm sure proxies are allowed, and that should help with the quorum). I wonder how many Fiona needs to form a quorum for a special meeting of the Members, but she doesn't seem to be answering many questions.

Sorry, I actually was working today..

5% is the start for a petition to initiate a special meeting. There are other steps. Yes, we have to follow the DSA. If you wish to read it go ahead. I am not going to type out the steps that are on the DSA but feel free to read them. Our managment company will have to have a special meeting and follow the DSA to the T. Word on the sidewalk people are buzzing with support on a removal. So, if it passes it does, if it doesnt' it doesn't but it sends a message to the president if it does get blocked. People are watching this off kilter person.

FionaC (California)
Posts: 212

Posted:

Quote:

Posted By FionaC on 09/29/2011 10:13 PM

Posted By MichaelK11 on 09/28/2011 7:41 PM
Thanks, Tim.

Not going to read it. Too lazy and too far removed. Send me links to Texas legislation, if you please.

So, Fiona is just trying to get a petition to have a legal meeting (as opposed to the "not illegal" meeting that through her HOA President into a tizzy). With that lady so close to the edge, I wonder what an actual "legal" meeting would do to her composure. Might not need to actually remove her. ;-)

5% to get a meeting make sense (and sounds very progressive). Fiona alludes to it as though that will get her President removed. It doesn't even guaranty attendance of a quorum, never mind taking action (although I'm sure proxies are allowed, and that should help with the quorum). I wonder how many Fiona needs to form a quorum for a special meeting of the Members, but she doesn't seem to be answering many questions.

Sorry, I actually was working today..

5% is the start for a petition to initiate a special meeting. There are other steps. Yes, we have to follow the DSA. If you wish to read it go ahead. I am not going to type out the steps that are on the DSA but feel free to read them. Our managment company will have to have a special meeting and follow the DSA to the T. Word on the sidewalk people are buzzing with support on a removal. So, if it passes it does, if it doesnt' it doesn't but it sends a message to the president if it does get blocked. People are watching this off kilter person.

Here is the actual process for removal. Individual Directors. If an association's CC&Rs or bylaws provide for cumulative voting, removing less than the entire board requires a two step process. Once a petition for removal has been submitted to the board, the membership must vote by secret ballot to remove the director. However, a minority of the membership can block the removal. The process is confusing, the statute is badly written and authorities disagree on how it should work. Following is one interpretation:

Read more: Recall Voting http://www.davis-stirling.com/MainIndex/RecallVoting/tabid/1347/Default.aspx#ixzz1ZPTMcWA2
from Davis-Stirling.com by Adams Kessler PLC. If your association needs legal assistance, boards can reach us at (800) 464-2817 or [email protected].

SusanW1 (Michigan)
Posts: 5,202

Posted:

Could someone explain how cumlative voting gets applied in a simple motion?

This is NOT an election, it is simply a vote. one member = one vote.

MichaelK11 (Texas)
Posts: 432

Posted:

Still not going to read the DSA, but thanks for the additional info. Also, sorry if I jumped the gun.

I thought the petition was for a Special Meeting, and I assumed the Special Meeting would require a quorum and would probably allow attendance by Proxy, and therefore you would need to prepare for a proxy fight by collecting you neighbors proxies.

PeterD3 (Florida)
Posts: 708

Posted:

Quote:

Posted By SusanW1 on 09/30/2011 4:39 AM
Could someone explain how cumlative voting gets applied in a simple motion?

This is NOT an election, it is simply a vote. one member = one vote.

This might do it for you:

http://www.davis-stirling.com/MainIndex/RecallVoting/tabid/1347/Default.aspx#ixzz1ZPTMcWA2

FionaC (California)
Posts: 212

Posted:

Quote:

Posted By MichaelK11 on 09/30/2011 4:59 AM
Still not going to read the DSA, but thanks for the additional info. Also, sorry if I jumped the gun.

I thought the petition was for a Special Meeting, and I assumed the Special Meeting would require a quorum and would probably allow attendance by Proxy, and therefore you would need to prepare for a proxy fight by collecting you neighbors proxies.

Hi there. It's all good. The DSA like anything is a ambiguous document. I am fairly proud of myself that I even could interpret part of it with all your help.

Most HOA's have similar laws etc. that is for the MOST part right? .

This is a single vote one per homeonwer. Saying that we have a few bank owned properties.. a few offsite homeowners. It will take some footwork. Good news. more than 5% want to remove her.. thats all that is needed to get things rolling. If it passes and she's out.. great, if she's still in.. at least she knows she is on notice and if she had half a notion ( and I won't give her that at all ) she'd not run again or step down.

Here is my finalized draft of issues for removal. Lots of good input on all's behalf. Thank you. What so you all think? XYZ obviously is not my HOA> LOL

REASONS for removal:
**Questionable maladroit behavior in public, openly accusing homeowner’s of holding an illegal meeting poolside while in a public area openly accusing individual homeowner’s for organizing such in a disproportionate fashion ( incident occurred September 17, 2011 approximately 7:30 pm with 5 homeowners and guests present)
**Harsh, condescending, disparaging interactions with fellow members ( board members and homeowner’s alike ), XYZ vendors and PM's while acting on behalf XYZ HOA .**Blatant disregard for rules of XYZ HOA for personal gain. (Witnessed by several homeowners on multiple occasions )
** Not portraying or representing XYZ Homeowner’s Association in a becoming or professional manner.

MichaelK11 (Texas)
Posts: 432

Posted:

"The first step is for the membership to vote by secret ballot to remove the director. As provided for in Corp. Code §7222(a), if an association has fewer than 50 members, the removal is approved by the affirmative vote of a majority of all members entitled to vote."

Fiona, at one place I think you said you had to get a majority of all members (voting for removal), from only those entitled to vote. According to this, the DSA requires only a majority of those entitled to vote. If you have 20 members out of 30 who are paid up and currently eligible to vote, then 11 (not 16) votes are a majority. Of course, success depends on whether the nay votes cast by those entitled to vote are sufficient to block.

Again, why does the rest of the Board allow this person to continue as President?

FionaC (California)
Posts: 212

Posted:

Quote:

Posted By MichaelK11 on 09/30/2011 11:03 AM
"The first step is for the membership to vote by secret ballot to remove the director. As provided for in Corp. Code §7222(a), if an association has fewer than 50 members, the removal is approved by the affirmative vote of a majority of all members entitled to vote."

Fiona, at one place I think you said you had to get a majority of all members (voting for removal), from only those entitled to vote. According to this, the DSA requires only a majority of those entitled to vote. If you have 20 members out of 30 who are paid up and currently eligible to vote, then 11 (not 16) votes are a majority. Of course, success depends on whether the nay votes cast by those entitled to vote are sufficient to block.

Again, why does the rest of the Board allow this person to continue as President?

Unfortunately.. and I mean unfortunately, Our CCRs. do not even address board director removal!!!! SO that is left to the following of the DSA.

About 3 years ago we had a horrific incident with a board member. Too long to list. He really needed to be removed. He did some uncalled for things, but then just stopped attending meetings, stopped paying his dues.. the acting president ( the one now !! ) researched the removal per our docs. IT was then discovered we had NO ability to remove the person by majority as it was NOT in our CCRs.

DSA was read over, and by the time we decided to proceed with removal the mia bod was foreclosing and moved shortly after. It worked out it didn't have to be pursued, He left quietly and had the bank pay us his back dues.

Saying that this is the first time that we as a membership are going to pursue active removal. The incident by the pool was kinda the straw.

RichardP13 (California)
Posts: 1,767

Posted:

Removal of a Director would be in your Bylaws, not the CCRs

MichaelK11 (Texas)
Posts: 432

Posted:

Quote:

Posted By FionaC on 09/30/2011 12:20 PM

Unfortunately.. and I mean unfortunately, Our CCRs. do not even address board director removal!!!! SO that is left to the following of the DSA.

Fiona, your Bylaws do address removal of a Director from the Board. They say it can be done by a majority vote of the Members of your Association.

Anyone, does the DSA procedure apply only when the Bylaws do not provide for removal? Or does it supersede the Bylaws of an Association?

Fiona, my question was why the Board continues to allow this person to remain in the Office of President. Do your Bylaws not provide that the Board selects the Officers of your HOA, and also that the Board can remove officers? If so, wouldn't it send an effective message to this person (and also limit her activities in the HOA) if the other Directors remove her from Office (but not from the Board) and make one of them the President?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By MichaelK11 on 10/1/2011 4:09:58 AM

Anyone, does the DSA procedure apply only when the Bylaws do not provide for removal? Or does it supersede the Bylaws of an Association?

Michael,

I have posted the links to DSA within this thread and pointed that out to you before.

You replied:

Quote:

Posted By MichaelK11 on 9/28/2011 7:41:10 PM

Not going to read it. Too lazy and too far removed.

The answers to the questions you ask are in those links.

Although I'm willing to point you in the right direction to find your answers. I'm not going to read them for you.

Tim

MichaelK11 (Texas)
Posts: 432

Posted:

Quote:

Posted By MichaelK11 on 10/01/2011 4:09 AM

Fiona, your Bylaws do address removal of a Director from the Board. They say it can be done by a majority vote of the Members of your Association.

Strike this statement from me. I was confusing this with another thread. Fiona, I only know what you told us about your Bylaws saying nothing about removal of a Director.

Still wondering about the questions in my last paragraph.