Recall petition and election of new BOD member

A few simple questions:

What is the language on the petition?

Members are typically authorized to call a meeting of the Association for a specific purpose using a petition. Therefore, it's important that the language in the petition reflects this right.

If the language says that the undersigned are calling a meeting of the Association for the purpose of recalling the board and reelecting replacement members, you are good to go.

If the language says that the undersigned are calling a meeting of the Association for the purpose of recalling the board only then it's likely the remaining board members will be authorized to appoint replacements. Hence, it might not change anything.

If the language says that the undersigned desire to recall the board, you would have simply submitted a request to the board and no action would technically be required.

Is the Association under Declarant/developer control?

If the Association is still being ran by the developer, it's likely that you have done a lot of work for nothing. This is because the developer typically controls the voting power and will simply casts votes for the outcome they desire.

Did you get more than enough signatures?

It's best to have more than enough signatures when submitting a petition. This is because the Board will need to verify the signatures and if any are not allowed, you could fall short of the number needed.

Typically (but check your governing documents and applicable State laws to be sure), a recall procedure goes something like the following:

1) Gather neighbors and form a recall committee

2) Request membership list from the Association and a mailing list of all Board members.

3) Solicit signatures from members only (one signature per lot) on a petition to hold a special meeting for the purpose of recalling the Board of Directors and electing a new one.

3a) While soliciting signatures, solicit for people to serve on the Board

4) Send the petition via certified mail to:

a) Registered Agent (if Association is incorporated) (original)
b) Management Company (send original here if there is no management company)
c) All Board members (copies)
d) keep a copy for yourself

In the polite cover letter sent with the petition cite any sections of the governing documents and State law that applies to calling special meetings and recalling the board (shows you've done your homework).

5) Wait an appropriate amount of time to see if the Board announces the meeting.

If Board does nothing send a second certified letter, with copies as outlined in step 3, stating that unless a meeting is held within x days (allowing time for notice requirements) and a notice of said meeting is sent within x days (say 10 days) that the recall committee will conduct the meeting.

5a) If the Board does announce the meeting, contact all members and solicit proxies if they are not attending the meeting (providing you can vote by proxy).

IF the committee has to hold the meeting:

6) Locate a meeting place

7) Set a date and time (be sure to comply with any meeting notice requirements)

8) Mail initial notice of meeting to all members

9) Solicit proxies if proxy voting is allowed

10) Mail reminder about meeting

11) Hold Meeting

AT the MEETING (no matter who calls it):

Confirm Quorum is present
Show proof of notice
Item 1 - recall of Board
discussion
Pass out ballots
Vote
Collect ballots
count
Announce result
Item 2 - election of new Board (if recall is successful)
Introduce nominees
Ask for nominations (if allowed from floor)
discussion
Pass out ballots
Vote
Collect ballots
count
Announce result
Send copies of minutes, sign-in sheet, vote count and results to registered agent, management company and all previous (if recall was successful) board members via certified mail. Set date for turn over of all records.

FOR THE NEW BOARD -

At the first meeting (check governing documents to verify any time limit):

1) appoint officers (president, Treasurer, secretary, VP)
2) Collect all corporate records (visit the home of past officers if needed)
3) Consider changing bank accounts
4) Request copy of management company contract
5) Inform Registered Agent and State Corporation Commission of new officers

Review contract

At second meeting -

1)Get an accounting of records from management company
2) Check to see if taxes were paid
3) Discuss removing management company or amending responsibilities per contract
Note: you might be tied into a contract that will require you to wait until it expires
4) Discuss shopping for a new management agent.

The reason you send everything via certified mail is to have a paper trail in case it turns into a legal battle.

Tim

This will really depend on if your Board wants to comply with the spirit of the petition or if they will insist on your compliance with the governing documents and applicable law.

What is the language used in your governing documents for members to recall a board?

Based on that wording, it looks like you might be ok.