Removing BOD Through Special Election

Hint: Get volunteers willing to take their place.

Determine how many votes are needed to recall a director. Texas law might override your bylaws. The board might select their lawyer to be the chairman at this special meeting. (I assume there will be a meeting. You didn't mention a meeting, just an election.) Roberts Rules of Order say that the chairman should be impartial to the debate, which wouldn't be the case for the lawyer. The homeowners can elect a chairman for the meeting. The homeowners should elect the election monitors. The board should have a chance at the meeting to defend themselves. The ballots should allow the homeowners to vote individually on each director rather than just one vote to recall the entire board. The ballots should be secret so that the homeowners do not fear retaliation / expect a reward. A nonsecret ballot will effect the vote. If a director is voted off the board, he should be allowed to compete as a candidate for replacement director. The board might fail to send out proxy forms in order to reduce participation in the recall meeting and fail to reach quorum. Or their proxy form might have rules designed to favor the present board. In either case, have your own proxy forms ready to mail to the homeowners. Have your own ballots printed in case there is a dispute about the board's ballots. Ensure that the present directors don't get a relatively long speaking time to defend themselves (like 5 minutes) while new candidates get a short time (like 1 minute) to speak about themselves. Demand the owners list: name, property address, mailing address (not just property address). The same owners list that will be used to determine who is eligible to vote, probably the list from the management company. Use the owners list to get your message out and gather signed proxy forms. Know your bylaws, state laws, and rules of order. Be able to cite them quickly and confidently. Removing the board is time consuming and stressful for the key players on both sides. Do it well, with solid support, or don't stick your neck out in the first place.

Some useful Robert's Rules of Order

There has been established as a compromise between the rights of the individual and the rights of the assembly the principle that a two-thirds vote is required to adopt any motion that
(a) suspends or modifies a rule of order previously adopted
(b) prevents the introduction of a question for consideration
(c) closes, or limits, or extends the limits of debate
(d) closes nominations or the polls, or otherwise limits the freedom of nomination or voting
(e) takes away membership or office.

A plurality that is not a majority never chooses a proposition or elects anyone to office except by virtue of a special rule previously adopted. If such a rule is to apply to the election of officers, it must be prescribed in the bylaws.

Unless the bylaws provide otherwise, the assembly itself is the judge of all questions arising that are incidental to the voting or the counting of the votes. In an election by ballot, for example, the tellers should refer to the assembly for decision all questions on which there is any uncertainty.

An organization should never adopt a bylaw permitting a question to be decided by a voting procedure in which the votes of persons who attend a meeting are counted together with ballots mailed in by absentees. The votes of those present could be affected by the debate, by amendments, and perhaps by the need for repeated balloting, while those absent would in most cases be on a somewhat different question than that on which those present were voting, leading to confusion, unfairness, and inaccuracy in determining the result.

NOMINATIONS FROM THE FLOOR. Under the procedure of nominations from the floor, the chair calls for nominations at the time established by rule or custom of the organization or assembly – which may be while the election is pending or earlier. ... A member need not be recognized by the chair to make a nomination. ... No second is required, but sometimes one or more members will second a nomination to indicate endorsement.

In the absence of a rule establishing the method of voting, the rule that is established by custom, if any, should be followed, unless the assembly, by adoption of an incidental motion or incidental main motion, agrees to do otherwise.

Thank you for your response. There are people who are willing to be on the BOD.

Martha:

Let me be blunt. As a current Board member and Board President when people come to this site where most of the regular posters here are either current Board member or those who formerly served you just might not get the step by step instructions you are looking for to remove your current entire Board.

Now myself I went through an effort to remove our entire Board. In the end it failed thankfully but the effort, time and cost required to answer a recall was destructive to the property.

Your yourself seemed a bit confused. You do correctly understand this person might have a battle on their hands. Funny thing some folks just don't walk away when you soil their names and reputations and suggest the only answer is they ALL go. Some people take that personally.

And then you understand attempting to remove the entire Board is also a bad things for several reasons. Some of which I won't bother to go into.
Contrary to what some think filling a Board with ALL new members has a good chance of failing. Anyone willing to be the replacements have any Board service history? Or is the plan to simply 'wing it"? Bad idea IMO for the property.

But then after stating you understand the problems, understand the need to have a plan, under the possible difficult time the current Board might give you, understand the problems with removing the entire Board, understand the legal cost, the cost to hold the meetings,the possible affects on your MC, on your attorney, on your service providers, even with all this understanding you support this effort.

I would hope the person "spearheading" this effort has the ability to navigate their way through this process in an effective manner because if they can't research this and do it properly you would think having them take over your property would be a good idea?

In reading Dr. Phil's new book he warns against giving folks the benefit of the doubt. Assuming their intentions are pure, honest and decent. As you have decided not to provide any explanation as to why this recall is needed and why thos person feels this is their only option I myself have decided not to assist your efforts in loading the gun against people serving on your Board who I know nothing about. I would prefer to stay out of it.

One word of advice when you come to a site such as this frequented mostly by Board members who serve their communities and request information on how to "get rid of folks like you" it might just not fly all that far.

I hope the eager beaver who has decided this is necessary has taken the time to consider ALL the consequences, costs, possible damage, and destruction their efforts just might cause. My guess they have not.

To remove an entire sitting Board is IMO a very bad and complicated idea for MANY reasons. Most of which you will not know until it is to late.

The grass is always greener on the other side till you get there...

Martha

Typically there is a procedure to recall all or anyone on the BOD. The procedure has to be followed exactly as outlined otherwise it is easy to dismiss/ignore it.

I would believe it near impossible to recall the entire BOD as some would think it is throwing the baby out with the bath water.

My advice to anyone doing a recall is do not ready, fire, aim. I would say select one or two, then ready, aim, fire.

The last major BOD overhaul (not a recall) I was part of, took us two election cycles to marginalize (in voting power, 4 to 3 mainly) those we did not care for. Took us one more election cycle to get the BOD to where we wanted it and there was still one "Ahole" left on the BOD so many votes went 6 to 1.

John;

"walk through the gates of hell..." Seriously, it seems you are trying to defend your Board here. Martha asked some questions and explained further to you what she meant. Just as not all members within their community are acting in the best interests of all, neither are all Board members. We, as citizens, out to be willing to take the necessary steps to address grievances. I believe that is how this great nation started!

I agree removing an entire Board should be done cautiously; however, what we have experienced is that a Board usually has one or two "controllers" and the other Board members may lack the independence to challenge actions they should-they go along to get along. I would rather have a fully independent Board populated by different perspectives so the community's diverse view points are equally represented.

Best wishes to your community Martha!

John,

You know a lot more than me as I have never served on a Board, several committees though. But, we both know the same about Martha's situation-just what she posted.

Lots of business management experience though, lived in two communities now with HOAs, 23 years total, and my wife Robin has served on an HOA Board. There are good HOAs, and bad ones obviously. IMO most people don't want to get involved and so when one or a few think about taking action, good chance others feel the same and there are things that need to be addressed. Any time you take strong action in life there are consequences, some of which you anticipated and others you did not. I might have taken you wrong, but I thought you pointed out the obvious regarding this. My apology if I did.

There is a reason many states continue to pass legislation narrowing HOA powers. At one time I even thought at the federal level they were challenged for their Constitutionality. If it wasn't for apathy, I bet we would hear a lot more horror stories about HOA Boards run amok drunk on power. (That was only partially for humor!)

Venting again honestly. I live in a community that enough of us believe it is time for the Developers to move on and let other members run the BOD. It simply is a lot of work to keep up with their actions.

Thanks.

Our Chief Complaining Officer (CCO) wants people to stop paying dues, band together and hire a lawyer to get rid of the Declarant and call in a CPA to do an audit. The reasons he wants to do this is that he is unhappy with our landscapers. He says they are not cutting the grass often enough and not trimming the shrubs as often as they should. He wants more trees planted. He says are not getting what we are paying for so the Declarant must be cheating us.

Our dues are $600 (yes $600) per year. We are also on track for the Declarant to turn over the association to the owners in early 2014.

Fortunately most owners avoid the fellow but he has one other CCO in his corner.

Just goes to show how some think.

Jon,

Not wanting to get into a sparring match with anyone here. Like the other thread said, people usually don't go to the web unless they are seeking advice on issues they are dealing with. Sorry if as a new poster I stepped on some toes.

As for cheering on those who do volunteer work, I'll take a pass. I don't do volunteer work for recognition from anyone. When it becomes too much of a burden, it is time to leave and let someone else bear the load for awhile.

Our last sub-division we lived in the HOA Treasurer was caught, prosecuted and convicted for embezzlement. A felony! I imagine this happens in some HOAs and it is never uncovered.

Count KS as another state that in 2011 strengthened the rights of HOA members.

Thanks.

Adelle,

I don't know you but I am sure we would get along! Thanks for what you said and do. Taking the country back to me means we start within our own communities, not Washington. And we do demand that people who want to lead do so ethically and honestly. The change has to occur from the ground up. Best wishes!