recall successful - BOD member refusing

Hi all,

This is related to the previous post where we held a successful recall of a BOD member.

Here was the process:

We collected more than 25% of the owners signatures for a petition to remove said BOD member, and asked the BOD to call a meeting toward that end

The president called the meeting, which he is permitted to do, per the bylaws

Ballots were prepared by the recall committee, sent out by the BOD secretary, in accordance to our bylaws and state law.

The recall committee facilitated the special member meeting, publishing the agenda, and verifying eligible ballots via a third-party, had witnesses at the voting table, etc.

The vote was held, and the recall won by a huge margin (68% for, 32% against), and a new BOD member elected via a second item on the ballot. Voter turnout was consistent with other elections, and well more than the quorum minimum needed. We put forth a good faith effort to hold a fair and transparent election process, and were commended by many property owners. We followed our best understanding of the letter and spirit of the law, and the property owners voted their faith in the process as demonstrated by the excellent turnout and response to the recall.

A note was sent, from the committee, to the BOD member that was recalled notifying her of the results of the recall vote.

The BOD member recalled is now saying that the BOD must call a meeting to "Validate that this recall election was executed in accordance with state law and governing documents," and that the BOD must have full oversight over a recall election to be considered valid.

Thoughts? Advice?

The concern is that there would be a 50/50 split on the BOD. I assume the recalled member would not participate. Nowhere in our docs does it state that the board certifies election results, and votes on them.

Thank you for your help.

Alisa

I understand it hasn't happened before. However, this individual doesn't want to believe the results and wants to make you jump through hoops. Therefore, read over the governing documents and applicable laws once more. Cite the sections that prove him wrong and comply with any sections that may prove him right.

Expecting that your Association is incorporated as a non-profit, I offer AZ 10-3227:

Corporation's acceptance of votes

A. If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member.

B. If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member if:

1. The member is an entity and the name signed purports to be that of an officer or agent of the entity.

2. The name signed purports to be that of an administrator, executor, guardian or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment.

3. The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment.

4. The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver or proxy appointment.

5. Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders.

C. The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.

D. The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.

E. Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

Too bad the former BOD doesn't just bow out gracefully. I can never understand why people fight to keep these positions. I only do it because I have to, not because I want to.