Board of Directors removing an appointed director

If a Director was appointed by the former Board of Directors to fulfill a vacancy on the Board. Can the new Board of Directors vote to remove the appointed director from the board? According to the bylaws a director can only be removed if they were arrested and convicted of a felony or missed (4) board meetings within a year.

Lou

If that is whty your Bylaws says then so be it.

The person appointed is usually appointed until the end of term they are filling or until the next election. Read the Bylaws closer on appointed term length. They are not there forever.

Hope this helps.

The appointment is till next year, but I don't want the new board to get away with this. I am part of the old board but we lost control.

I would say no they can not remove him until his term is up. Then the homeowners vote to remove him or keep him. If you have not violated a reason for removal I can't see how they can remove you.

New twist. What litigation? Is the litigation because he was removed for a violation? If he drops the litigation does he still qualify to be an Officer. You have confused me. Was the person you replaced voted back in? How can an officer be appointed w/o being a board member. Normally, the homeowners elect the Directors (Board) and then the Directors appoint the officers from the Directors that were elected. Anyway, in your prior posting you gave the reasons an Officer can be removed, if you have not violated these reasons I see no reason they can remove you. Stand your ground you still have 1 year. Make sure you get everything in writing. Good luck.

OK, great discussion I have going on here, let me explain. My HOA has 15 member board. Each year (5) directors are up for reelection. Directors serve a 3 year term. I have been involved with the HOA for about 12-15 years. I have been part of what is now the old regime. LOL. We were doing the right thing for the HOA. A couple of years ago we had new folks move in to the community. Mostly retired folks with alot of time on their hands. Well the battle begins. At this time they start their BS, and little by little they start to replace the board with their people. They took over this month. So now the board is 10-5, they control it. Back to me. I was not an elected board member. I lost the last elections last year. But because my regime controlled the board at the time, I was appointed the treasurer. (Remember according to the by-laws the officers EX. Chairman, Executive director, Secy. and treasurer don't need to be members of the board to be appointed). Well here comes the appointment part. During the board meeting in April 2012 it was learned that (1) of the directors had what the board believed violated the fiduciary responsibly. The director even admitted to this violation. he admitted in front of the board and the board attorney. So with that in mind, the attorney stated that the board had a problem. So remember what I stated earlier the bylaws state the a director can only be removed for conviction of a felony or missing 4 meeting. nothing about fiduciary responsibly. Gets better. But the attorney, being an attorney stated that there is case law regrading the fiduciary responsibly, and the the board needed to sanction this director. Now sanction could had been a slap on the wrist, a suspension or removal. The board (my regime) decided to remove him. but the vote was unanimously. Which included the (4) directors that were in place from the new regime. So you know what happens next. I being the treasurer get appointed to finish his term. At that time we still control the board. Now the removed director files litigation in county court to fight the removal. In June 2012 the board again address the removal after relieving the civil papers. And they all stuck to their guns and refused to address the issue to reverse the removal. So I still on the board. court case pending.
Now comes the good part. the new regime takes over the board they control it 10-5, with me being in the minority. so now during the reorganization of the new board, the director that was removed is elected to be the Chairman of the board by the new board members. (Power play , I love it.) At this point it is brought up in the meeting, by the new Executive director, that he was approached by the removed director. The he was willing to drop the litigation if the board puts him back on the board and pay his legal fees. But I am saying hey wait a minute. In order to consider that, they are going to had to remove me without cause, which I believe will violate my rights. And then they will have me file litigation. if you have any more question, just ask.

I don't see any reason why the BOD would pay this guys legal fees. Also, what are the requirements to be an officer? Doea tHis individual fit those requirements?

Lou

I understand you not liking the way they are treating you. Yet you did lose in one election and were appointed by the old regime. You are part of the old regime when people voted in a new regime. This this is costing you time and it could cost you money.

I say resign. Walk out with your head held high. If you want to stay involved, then run for election next election cycle. If elected, come back to haunt them. If not eleccted then nothing personal but accept taht your methods and beliefs (regardless of how altruistic) no longer fit what the majority of owners want.

The times they are a changing.

I would agree with Kelly and Nancy that without specific authority to remove an elected director for violation of his fiduciary responsibility the removal action was beyond the scope of the Boards' authority. The Board should have brought this issue to the attention of the members at a special meeting of members and had the members vote to remove or retain him. It is not to late to proceed with this action to have the members affirm the Boards' removal action.

I'm with Kevin. Stay on to keep an eye on the financials. Maybe you can form a Finance Committee, which the board must approve.

Line up some knowledgeable volunteers and write a clear proposal to the Board seeking approval of the committee at an open meeting. It seems to me that the board would appear to be very unreasonable if they turn done formation of the committee.

Thanks everyone for the advised. but the fact is that the old regime which I am part of was trying to protect the association from being RAPED, that's right folks, RAPE. Just imagine this. the new regime that just took over control of the board is involved in about (7) separate litigation against the community and the old regime. Mostly dealing with different issues but with (1) thing in mine. That is to fix a community lake that can't be fixed. So now how does a community defend themselves in court when the plaintiffs to the law suits against the community are now in control of the board that needs to defend the community. How do I defend myself being a defendant in the law suit when the plaintiffs are now in control. Talking about a nightmare. Fiduciary responsibly is something these folks know nothing of. Just went to the mail room tonight and saw a special meeting notice for this Sunday to discuss the (7) pending litigations. It only gets worse. I have never heard of board suiting it's self. This is what is happening folks. In the last (5) the community has spend over $120,000 in legal fees, defending the BS litigations. This money could have been spent in other things. What do you think about that?