Removing Board Member

§ 55A‑8‑09. Removal of designated or appointed directors.

(a) A designated director may be removed by an amendment to the articles of incorporation or bylaws deleting or changing the provision containing the designation.

(b) Except as otherwise provided in the articles of incorporation or bylaws:

(1) An appointed director may be removed with or without cause by the person appointing the director;

(2) The person removing the director shall do so by giving written notice of the removal to the director and to the corporation; and

(3) A removal is effective when the notice is effective unless the notice specifies a future effective date.

(c) Notwithstanding any other provision of this section, the articles of incorporation or bylaws may provide that directors appointed after the effective date of such provision shall be removed automatically for missing a specified number of board meetings. (1955, c. 1230; 1973, c. 192, ss. 1, 2; 1985 (Reg. Sess., 1986), c. 801, ss. 19‑21; 1993, c. 398, s. 1.)

I expect that you are incorporated as a nonprofit(as most Associations are). As a corporation, you must comply with North Carolina Nonprofit Corporation Act.

As Glen provided, § 55A‑8‑09 would apply. That section of corporate law does defer control to the governing documents. However, since your governing documents are silent, Corporate law applies. Specifically:

An appointed director may be removed with or without cause by the person appointing the director [i.e. the Board]

So to make this long answer shorter - Yes, the law allows the Board to remove a appointed director by majority vote.

Richard,

That is how the members may remove Directors (elected or appointed).

However, if that is all there is, the document is silent on the Boards authority to remove Directors. Therefore, since the document is silent, corporate laws apply (as that is what NC law specifies). Had your document specified that Directors may only be removed by the membership, then § 55A-8-09 would not be applicable.

Let me try explaining it this way:

If a Director is elected by the membership - only the membership may remove them.

If a Director is appointed by the Board - that Director may be removed by either the membership (as authorized in your governing documents)or the Board (as authorized in NC law).

We have one board member that doesn't contribute ANYTHING to the board. We are in the process of transitioning and he is ALWAYS working against the board and not for the good of the community.

He told us last night at a board meeting that he doesn't want to be on the Board but he didn't resign. As the President, can I ask for his resignation and then the board can appoint a board member to take his term?

Our bylaws state the board can appoint a board member if one resigns, however, my question is can the Board member (or me the President) ask for his resignation since he is not resigning voluntarily?

Our development is in PA.

I know the problem. We had three board members and two out of three refused to meet, but also refused to resign in writing or respond to any call for a meeting. They didn't want to work with the third member. After asking over and over again and explaining that telling another person doesn't count as a resignation, he finally sent an email stating he was stepping down. It took 2-3 months.

I'm in California, but why don't you first just remind him of what he said last night and ask him to clarify by putting it in writing? That would be the easiest solution to your problem. Hopefully, it won't take as long as it did for us.

I agree with those who advise: Just ask him to resign. Do it at a meeting. Get other directors' support in advance and make a motion, have it seconded, requesting his written resignation. It's possible that if the majority of the Board votes to request his resignation, that he actually will resign.