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LindaA12 (Florida)
Posts: 4
Posted:
I was voted by the community to the board of directors and made president. It has been a rough 6 months. The old board of 5 members insists on breaking Fl statutes, bylaws, C&R's. At the last board meeting,the old board orchestrated be a vote of 5-3 to remove me as president and the vice president took over the meeting. I am still on the board. We have 9 members on this board. They did this without holding a special meeting with a posted agenda and no majority of the "voting interests" (2/3 homeowner community).This is violation of our Florida Statutes and bylaws. I am dealing with mob mentality here with about 30 very loud homeowners backing the old board making it impossible to get anything done unless it benefits them all the while hurting many homeowners unnecessarily. I'm considering blowing the whistle on them with the States' Attorney listing the poor accounting of our funds, the many Fl statutes that were broken, litigating homeowners for mis- interpretation of the covenants, lack of ARC meeting minutes and poorly written board minutes that do not reflect any vote or business being conducted, fixing the last election and many more problems I have discovered in the last 6 months. Please advise what I should do. I have stepped into a nightmare.

TimB4 (Tennessee)
Posts: 21,061
Posted:
Quote:
Posted By LindaA12 on 06/09/2013 7:03 PM

At the last board meeting,the old board orchestrated be a vote of 5-3 to remove me as president and the vice president took over the meeting. They did this without holding a special meeting with a posted agenda and no majority of the "voting interests" (homeowner community).

Remember that serving as Director and serving as an Officer are two different positions, even if the same individual is serving in both positions.

The removal of Officers fall under FL 617.0842. Per that section, the Board, by majority vote, may remove an Officer at anytime. This would not require a special meeting of the membership.

You are still a Director, should still attend board meetings and should vote on any issue before the Board.
TimB4 (Tennessee)
Posts: 21,061
Posted:
Quote:
Posted By LindaA12 on 06/09/2013 7:47 PM

They did this without holding a special meeting with a posted agenda and no majority of the "voting interests" (2/3 homeowner community).This is violation of our Florida Statutes and bylaws.

Would you please identify the FL statute section that you believe is not being followed?

Would you please cite your section of Bylaws that apply to removal of Officers?

I ask because typically the removal of an Officer doesn't require a vote by the membership.

TimB4 (Tennessee)
Posts: 21,061
Posted:
Quote:
Posted By LindaA12 on 06/09/2013 7:47 PM

Please advise what I should do. I have stepped into a nightmare.

I would suggest gathering support from the silent majority of members and recall those Board members who seem to be the one's causing the issue. Of course, you will also need to gather enough volunteers to serve in their place.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Linda

As Tim said.

The BOD removed you as President of the BOD. They did not and cannot remove you from the BOD. As you were elected to the BOD by your fellow owners, only the owners can remove you from the BOD which would be via a recall.
LindaA12 (Florida)
Posts: 4
Posted:
The Florida Statute violated is s720.303 section (10) Recall of Directors (a)1. regardless of any provision to the contrary contained in the governing documents, subject to the provisions of s.720.307 regarding transition of the association control any member of the board of directors may be recall and removed from office with or without case by a majority of the total voting interests". Definition of Voting Interests: s720.301 (13): Voting interest" means the voting rights distributed to the members of the homeowners' association pursuant to the governing documents."
Our Bylaws state:Article III section 8 Removal: "Any director or the entire board of directors. may be removed with or without cause at any meeting called expressly for such purposes by a majority vote of the members entitled to vote for the election of directors.

Both these documents state you must have a majority of the homeowner association voters otherwise what is there to stop a rogue board from eliminating anyone they don't like ie me. They must also call for a special meeting for this purpose and notify the homeowner community of this process and state the agenda publically. I am a director on the board with the position of president.
JonD1
Posts: 2,350
Posted:
Maybe I am missing something here Linda but it would seem to me you were not removed from the Board rather you were voted out as Board President.

There is in most cases a procedure where the members of the Board are elected and then those elected appoint officers on that same Board. What that waht happened in your case?

So the state laws and property documents you quoted seem to me not to apply in your case as you were not voted off the Board.

My question to you would be why would 5 members of the Board vote to remove you after 6 months?

Are these the same folks who voted you in as President? If so you must have some conflict with those others Board members.
CarolR11 (Colorado)
Posts: 2,563
Posted:
Linda, even though the statute's confusing because it says "office," it seems to refer to the following: "(10) Recall of Directors," which is in your citation.

Generally, as others have stated, the directors themselves appoint or elect the Board's officers, e.g., president, treasurer, etc. The Board, then, may remove them from the office of treasurer, VP, etc.

But the statute and your bylaws state that only the members of your association can remove (vote to recall) directors from their jobs as directors. So you may continue to serve as a director.

Elsewhere in your bylaws it's probably stated how the Board selects its officers and how those officers may be removed (or how they may resign). These also probably are stated in your state statutes.

Or are you saying that somehow your HOA homeowners voted you in as director AND as president???

Moving on: FL has pretty strict HOA meeting requirements, so what kind of meeting did the Board hold to vote you out as president?

You've been on the Board for 6 months. Did you vote for approval of meeting minutes that you think are flawed?

Why do 30 owners have so much influence over your Board? Can you give us an example of a Board decision that benefited those 30 and harmed many others? What size is your HOA? Do you have a property mgr.?

sorry about so many questions, but I'm trying to better understand your situation.

TimB4 (Tennessee)
Posts: 21,061
Posted:
Quote:
Posted By LindaA12 on 06/10/2013 2:54 PM [emphasis added]
The Florida Statute violated is s720.303 section (10) Recall of Directors . . .
Our Bylaws state:Article III section 8 Removal: "Any director or the entire board of directors. may be removed with or without cause . . .

Both these documents state you must have a majority of the homeowner association voters otherwise what is there to stop a rogue board from eliminating anyone they don't like ie me.

Those sections apply to removing a Director.
They do not apply when removing an Officer.

Quote:
Posted By LindaA12 on 06/10/2013 2:54 PM

I am a director on the board with the position of president.

As I posted earlier, you are (err were) serving in two different positions. Think of it as having two jobs.

To remove you from one job (the Director) the Association must call a special meeting and hold a vote of the membership.

To remove you from the other job (the President) the Board only needs to take a vote at a board meeting. The corporate law I cited earlier would need to be complied with.

Quote:
Posted By LindaA12 on 06/09/2013 7:47 PM [emphasis added]

At the last board meeting,the old board orchestrated be a vote of 5-3 to remove me as president and the vice president took over the meeting. I am still on the board.

Since the Board only removed the you, the Officer, from serving and did not remove you, the Director, from serving, the Board (based on what you provided) is in compliance with the FL Statutes and your governing documents that apply to this process.

CwlW (Delaware)
Posts: 7
Posted:
Linda,

Others have given you some great advice on your message so far. That's why I enjoy all the feedback. It's helped me a great deal.

I'd like to address another part of your concerns with your BOD, if I understand what you are communicating.

As a new board member, I also walked into a some what, unorganized situation. I'm being very kind in my wording here.

At first, I started talking to as many folks as I could, to get some background on what was really going on here, including my follow BOD members. Each had a different point of view, to say the least.

As I gathered documents, which tell the real story, I was able to identify fact, from fiction. Yes, I did mouth off a bit much my first few months, and those long extended emails, which I'm sure others got tired of reading.

Anyway, I set about studying all of our documents, corporate, city, county, state, and federal law, that was pertinent to my questions, in regards to applying them to this very disorganized situation in my HOA.

As I went along, very angry, very frustrated, pulling my hair out......something happened, I realized that my approach was completely ineffective. So, I slowed down, and made myself, address one issue at a time, as they came up for the BOD to discuss. And this worked.

So, when an issue comes up, I then send any and all information that "I" have researched, and passed it along, very matter of fact. I had to learn to leave my frustration and emotion out of any of my communications. But, first I had to know what I was talking about. Now, I feel like a much more effective board member.

The changes come very slow, here where I live. I had to pick my battles very wisely. For example, when my BOD was blatantly violating a federal safety law, I made up my mind this was one of those violations that had to be corrected, and I stuck to my guns. Quoted the laws for them, forwarded all of my emails from government officials to the other BOD members, etc. I was voted down......at first.....and I kept at it........only to finally get the much needed vote to insure our public safely in all of our buildings. Needless to say, the experience was exhausting, no matter, the job got done.

I also kept reminding myself, we are all on the BOD for some of the same reasons, to insure our communities are maintained as best we can. When I saw changes that were/are needed, I asked myself, how can I appeal to their sense of reasoning and intellect, to get across an idea that there may be a better, or more cost effective way to get something done. People skills, communication skills, and last but not least the word I deplore most, I had to learn some diplomacy skills. Don't get me wrong, I still put my cards on the table, as I see fit, but lets just say, I bake some cookies and serve coffee while I'm at it! And I give people the room to save face!!
JonD1
Posts: 2,350
Posted:
Quote:
Posted By CwlW on 06/10/2013 6:04 PM
Linda,

Others have given you some great advice on your message so far. That's why I enjoy all the feedback. It's helped me a great deal.

I'd like to address another part of your concerns with your BOD, if I understand what you are communicating.

As a new board member, I also walked into a some what, unorganized situation. I'm being very kind in my wording here.

At first, I started talking to as many folks as I could, to get some background on what was really going on here, including my follow BOD members. Each had a different point of view, to say the least.

As I gathered documents, which tell the real story, I was able to identify fact, from fiction. Yes, I did mouth off a bit much my first few months, and those long extended emails, which I'm sure others got tired of reading.

Anyway, I set about studying all of our documents, corporate, city, county, state, and federal law, that was pertinent to my questions, in regards to applying them to this very disorganized situation in my HOA.

As I went along, very angry, very frustrated, pulling my hair out......something happened, I realized that my approach was completely ineffective. So, I slowed down, and made myself, address one issue at a time, as they came up for the BOD to discuss. And this worked.

So, when an issue comes up, I then send any and all information that "I" have researched, and passed it along, very matter of fact. I had to learn to leave my frustration and emotion out of any of my communications. But, first I had to know what I was talking about. Now, I feel like a much more effective board member.

The changes come very slow, here where I live. I had to pick my battles very wisely. For example, when my BOD was blatantly violating a federal safety law, I made up my mind this was one of those violations that had to be corrected, and I stuck to my guns. Quoted the laws for them, forwarded all of my emails from government officials to the other BOD members, etc. I was voted down......at first.....and I kept at it........only to finally get the much needed vote to insure our public safely in all of our buildings. Needless to say, the experience was exhausting, no matter, the job got done.

I also kept reminding myself, we are all on the BOD for some of the same reasons, to insure our communities are maintained as best we can. When I saw changes that were/are needed, I asked myself, how can I appeal to their sense of reasoning and intellect, to get across an idea that there may be a better, or more cost effective way to get something done. People skills, communication skills, and last but not least the word I deplore most, I had to learn some diplomacy skills. Don't get me wrong, I still put my cards on the table, as I see fit, but lets just say, I bake some cookies and serve coffee while I'm at it! And I give people the room to save face!!

I think you give Linda and other new Board members excellent advice.

I might add there is much more to what a Board does besides what is included in state laws, state requirements and he governing documents. You also the the nuts and bolts of managing the property day to day.

Sometimes new Board members come to the Board with heir own agenda based on what they have read and concluded as the one and only way of doing things. In some cases as we might have here, there could be a misunderstanding or misinterpretation of the laws or documents. Some folks see and hear what they want to.

As as a basic rule most people don't wan o be labeled as bad, ou of control or needing to be reported to the AG's office for their behavior. Sort of sets a bad tone for future dealings with these same people.

And one final thought I would never support someone who just joined the Board being appointed Board President. If that should happen my guess it was done for ALL the wrong reasons. And we now see how that worked out in this case.

Board membership requirews many skills if done properly. Not only must you be able to read and understand, you need to have some people skills.
You need to be able to determine what issue is most important at that point and deal wih those in some kind of order. You have to understand what you view as #1 on your list might not be in the top 10 for others.

And when people make the effrot to remove you as President best to spend some time examining why they would do that and what role did your actions or behavior play in their decisions.

Making threats and attempting to undermine people is not the best way o accomplish things. IMO

TimB4 (Tennessee)
Posts: 21,061
Posted:
Quote:
Posted By CwlW on 06/10/2013 6:04 PM

And I give people the room to save face!!

Excellent advice for anyone.

Most people when backed into a corner will become defensive and quit working on the actual issue. If the discover that they are wrong but have a way to save face, the issue itself is usually still discussed.

I like to use the phrasing, "I might not have all the information you have but with what I do have I see the issue this way."

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