Removal of a Director

Started by ElizabethC3 • 5 replies • 1498 views

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ElizabethC3 (Indiana)
Posts: 21

Posted:

Our By-Laws state that a Director or Directors may be removed with or without cause by a majority of the vote present at a special meeting of the Co-Owners. Does this mean that the Director can be removed by the majority of the "people" who are in attendance at the duly called Special meeting and the vote will not be based on individual's percentage of ownership? In other words one vote per unit or will it be based on the percentage of your ownership? I own .43%, some own 1.53% and so on. Are you able to represent yourself and another owner if you have a proxy assignment from them? Is a proxy assgnment moot in this case if I can't be there? The Board of Directors has never explained how the votes at our annual meeting are talled for candidates. We just fill out a sheet and mark the person or persons we want to vote for and "yes" or "no" for the new budget. Not so easy to ask the manager or Board members. They are not a transparant Board and do not like to answer questions. The usual answer is to go ask your attorney to interpret the documents for you. Disgruntled past Board members-please refrain from taking this personal--sometimes we gotta do what we gotta do--I'm just asking a few questions.

RogerB (Colorado)
Posts: 5,067

Posted:

Elizabeth, the answer to your question should be in your By-laws. Following is an example:

4.5 Proxies
(a) If only one of the multiple Unit Owners of a Unit is present at a meeting of the Association, such Unit Owner is entitled to cast all votes allocated to that Unit. If more than one of the multiple Unit Owners are present, the votes allocated to that Unit may be cast only in accordance with the agreement of a majority in interest of the Unit Owners, unless the Declaration expressly provides otherwise. There is majority agreement if any one of the multiple Unit Owners casts the votes allocated to that Unit without protest being made promptly to the person presiding over the meeting by any of the other Unit Owners of the Unit.
(b) Votes allocated to a Unit may be cast pursuant to a proxy duly executed by a Unit Owner. If a Unit is owned by more than one Person, each Unit Owner of the Unit may vote or register protest to the casting of votes by the other Unit Owners of the Unit through a duly executed proxy. A Unit Owner may not revoke a proxy given pursuant to this Section except by actual attendance or by notice of revocation to the Person presiding over the meeting of the Association. A proxy is void if it is not dated or purports to be revocable without notice.

ElizabethC3 (Indiana)
Posts: 21

Posted:

So a proxy assignment is the same as the person being present at the meeting for the purpose of voting on any matter that comes up at the Special Meeting? The person that I assigned my proxy to can act on my behalf and it will be counted, correct? Can a person have several proxy assgnments and vote for all of them as they see fit?

JulieS (Georgia)
Posts: 412

Posted:

Yes if the person is at the meeting and has your proxy, and yes, they vote on your behalf in which your vote counts.

JoeW1 (New York)
Posts: 728

Posted:

ElizabethC3 - you cast one vote for unit, regardless of your percentage ownership in the unit. yes, you are able to represent yourself, and another person if you hold their proxy. the requirements for removal of a director are not so easy. the meeting must be duly called with the purpose of removal clearly noted on the agenda for the meeting. it may be difficult if not impossible for the president to hold the special meeting without a percentage of the unit owners calling for it. usually it's 25% of the units of those eligible to vote/in good standing.

ElizabethC3 (Indiana)
Posts: 21

Posted:

Our documents call for 10% of the owners needed to call a special meeting. We are going to cover it both ways (units and percentage) to make sure the president cannnot challenge it. I will tell you that the local court and the Indiana appeals court has ruled that our governing documents are amiguous and capricious and can be interpreted any way the Board desires to do so. The Board still has not taken the steps to clean them up. The local court went so far as to say the Board was malicious in their actions concerning a certain owner. Well, they got slammed but they still control too many proxy votes on everything (uninterested absentee owners) but the tide is changing. The developer did not have good intentions when he had our documents constructed. I know he needed to protect his interest in the project but he sure left us in a mess and with a president that we can't seem to get rid of in a regular election. Thanks for all the info. Elizabeth

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