4 Boards are going to remove another one !

4 Boards sent me a letter ( signed by the president,vp,secretary & treasurer) to tender a resignation in 5 days of the date of the letter.
If not, a special meeting will be scheduled to remove me from the Board
of Directors.
I didn't submit my resignation within 5 days.(deadline was 03/04/'13)
Today I got a letter for a special meeting to remove me from the Board
in March 25th.
New Mexico HOA Bylaws Article V Section 6.5 states:
Any Director or Officer of the Association may removed from the office, with or without cause, by a vote of not less than two-thirds (2/3)
of the Members of the Association present at any annual meeting called for that purpose.

But the Notice of Special Meeting says:
Board members may only be removed from the Board by a majority vote
at this special meeting.
And Voting Requirement & Eligibility states:
Your annual HOA dues are Paid In Full (i.g., if you are currently on a payment plan or if you are delinquent on your due,your vote will not be counted); and
You are not currently in violation of any of the Association's CC&R's.
But I don't see this requirements in the Bylaws.

The Developers have 25 lots for votes. But they don't pay annual dues.
Can they submit the Proxy ?

Matthew,

A Board is a group of Directors.
From your posting, I expect that you meant to post that 4 Directors are attempting to remove you, the 5th Director, from the Board.

The other thing to be aware of is that a Director and an Officer are two different positions. It's typical for one individual to be serving as a Director and as an Officer. When this happens, they basically have two jobs. Directors make the decisions for the Association. Officers implement those decisions and deal with the day to day tasks of running the Association.

Officers are appointed by the Board of Directors and may be removed from Office by a majority vote of the Directors. Being removed from Office (President, VP, etc.) does not remove you from the Board. You would still serve as Director, you just wouldn't have any day to day tasks to deal with.

New Mexico Corporate Law defers to the Articles of Incorporation and/or the Bylaws for how a Director may be removed from the Board.

Since there is a discrepancy between what the notice says and what the Bylaws say about removal, I would suggest that you contact the Board in writing with a polite letter asking how they determined that only a majority vote was needed since the Bylaws require 2/3rds of the membership (then cite that section of the Bylaws). You may even what to send this via certified mail.

As for your question about the developer, the answer is YES the developer gets to vote and may assign someone (typically the Board) to be their proxy. The fact that the developer doesn't pay assessments doesn't prevent him/her from voting. Think of it this way, if your not required to pay assessments for the purpose of the voting qualification you cited, you will always be considered current in your assessments.

Hope this helps,

Tim

Thank you, Tim.
It's a great help!
We had a lot of online debates. I am gonna ask the discrepancy via email.
Do you think it's O.K ? Many homeowners are supporting me.
They have a lot of complains against Developers(brothers) & the Boards of Directors.
Thank you again,Tim. God be with you!

Matt

Were you elected to the BOD by fellow homeowners or were you appointed by the BOD or Declarant?

If elected by fellow homeowners then generally they are the only ones that can remove you.

If appointed by the BOD or Declarant, they alone can remove you.

Hope this helps.

Since NM law defers to your governing documents for removal process, the answer will be in those documents.

Matt

If you were elected by fellow owners to the BOD, then generally only fellow owners can remove you. Sometimes there are other ways like miss a certain amount of meetings without notification. Fall behind on dues/assessments and you could be removed until caught up. These reasons will be in your Bylaws.

If you were appointed by the Declarant to fill a vacant position then generally the Declarant can remove you.

If you were appointed by the BOD to fill a vacant position, then usually a majority of fellow BOD Members can remove you from the BOD.

Also a BOD could remove some one from an officers position (say the VP) but that person (the former VP) will still be on the BOD as a Director.

Hope this helps.

Melissa, many are trying to help Matthew and your suggestion that he examine his own behavior is a good idea.

But you also wrote, "Maybe I missed the reason why they are removing you as a board member? It seems that all the director positions are filled. So do they feel they only need director positions and not general board positions?" It seems to me this will only confuse Matthew--it certainly confuses me! What is the distinction between "director positions" and "general board positions"?

John,

3 candidates ran for 0ne vacant seat. I was elected by votes last Oct.
A special meeting was called to remove me. Today I started to meet the
homeowners to let them know what's going on. Being supported by many homeowners,I was very much encouraged.
Final game is one week away.

Thank you,John.

That makes sense now why they want to vote you out. Do you have any idea how annoying it is for someone to keep saying your "hiding something" when your not? Seriously. There is no evidence enough in the world to prove otherwise. It's like accusing your spouse of cheating whenever they leave the house to go to the grocery store. Honey, you didn't bring back everything on my list... Are you cheating?

Just because they don't want to broadcast the informaton they discuss to God and everyone, does NOT mean they are hiding anything. It means they are still in the discussion portion of making decisions. The board does NOT have to reveal what got them to their decision. They just have to reveal the decisions they made. The board REPRESENTS the general membership for daily operations. So not every conversation they have with eachother is "secretive". It's part of the process of daily decision making.

I am sorry but it seems your being passive aggressive here. Your telling everyone they are hiding stuff but the next breath saying it's because they won't do what you want them to do. It's like your holding them hostage to your made up demands. Your HOA should have OPEN meetings and not discuss things online. You can have a website for your HOA with a discussion board and post information. However, decision making and private emails between board members just should NOT be posted. The decisions made should.

Matt

To start. When I say generally it does not mean this is the way it is. Often specific Covenants/Bylaws can override general practices.

Generally a BOD cannot remove a member who was elected by the homeowners. Only the homeowners can remove them. Generally the procedure is someone gathers a specific amount of signatures (amount should be in Covenants/Bylaws) to recall the person and then the recall process starts with the homeowners eventually voting on it.

Generally a BOD Member appointed by the BOD or by the Declarant can be removed by the BOD or by the Declarant.

Generally a BOD can remove an Officer/Director from their position but they are still a member of the BOD.

Generally a BOD Member can be removed for violations like not paying thier dues, assessments, fines, etc. Missing so many meetings with no reasons given. Cannot be a defendent in a suit against the BOD/HOA (tricky one there). The reasons will be outlined in the Covenants/Bylaws. Also in most of these case the person will be reenstated the issue is resolved.

Generally a Margarita is only the first.....pass the chips and Guacamole dip please....LOL

I do not think Matt has fully open his Kimono as in he is not telling us all.

Hahaha.. John, you are funny!
What do you see if I fully open my Kimono as in?
In fact, I don't have a Kimono but a black Taekwondo uniform!

MatthewK2

You wrote “New Mexico HOA Bylaws Article V Section 6.5 states:
Any Director or Officer of the Association may removed from the office, with or without cause, by a vote of not less than two-thirds (2/3) of the Members of the Association present at any annual meeting called for that purpose.

Is this a direct quote, the actual words that are in, from the “Bylaws” for YOUR Homeowner Association?

Also do your Bylaws specify that IF a Director is removed by vote of the members/owners at a “Special Members/Owners Meeting”, then at that same meeting, a replacement (new) Board member (Director) should be elected o fill that now vacant position?

Is there someone running to replace you on the Board if you are removed, voted out?

If the words you posted do come from “your” Bylaws - Have you (as TimB4 suggested) been able to find out why the Meeting Notice says only a majority vote is needed rather than a 2/3 vote to remove a Director?