Removal of an "Appointed" Board Director

Started by ChrisH1 • 11 replies • 2614 views

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ChrisH1 (Indiana)
Posts: 9

Posted:

In August, myself and two other individuals ran for three positions open in our newly formed HOA. At the annual meeting, we were voted in by those community members who attended, but there ended up not being a quorum. The homebuilder the decided to "Appoint" us to the Board since people did vote and we were the only three people who ran for the position.

Since this time, one of the Board members has become extremely hard to deal with (constant verbal abuse, continued accusations toward our management company, lack of trust in anyone, etc.). Our entire Board (the remaining two who were elected with him and three additional appointed Officers) would like this person removed. I understand we are not able to remove an "elected" Director without 2/3 of the entire voting members (whole community), but it does not say anything about appointed members. Further more, our statue non-profit statute does say we are able to remove an appointed Board member with a 2/3 vote from the Board of Directors.

Has anyone dealt with this before?

RogerB (Colorado)
Posts: 5,067

Posted:

Chris, check your By-laws. Most only state a Board member can be removed by the members. Usually do not address removal of appointed Board members thus they would only be removed by the same process as elected Board members.

NicholeS1 (Florida)
Posts: 7

Posted:

Chris,
Make sure you totally understand your community's by-laws regarding removal of a Board member by the remaining Board members. More than likely, it is a majority vote amongst the retained Board members. You have six total members; you would need four members (at least) to comply with the decision to remove the problem Board member. If this member is an officer (Pres., VP, Treasurer, Secretary) make sure you have a replacement in mind, as well.

Also, regarding the election, if you live in Florida, State Statute 720 only requires 30% of the homeowners need to be present, in person or proxy, in order to establish a quorum. This statute over-rides the by-laws, unless the amount in the by-laws is less than 30%. If you don't live in Florida, I'd check your state statutes, just to be certain.

Have a nice day!

JoeW1 (New York)
Posts: 728

Posted:

ChrisH1 - If your non-profit statute says that a 2/3 vote from the BOD can remove an appointed Board member than there's the most likely answer to the ability. Unfortunately you are one that can be removed, even though you were voted in by the builder to fill the vacancy that occurred. That's why it's always better to be officially elected. The builder could have made additional attempts at obtaining quorum until all were officially elected. I'll leave my suspicions unwritten as to why I supsect this might not have occurred. How many board members in all are there?

ChrisH1 (Indiana)
Posts: 9

Posted:

Joe - There are a total of 6 of us.

JoeW1 (New York)
Posts: 728

Posted:

ChrisH1 - what do you do in the event of a tie vote, rare but could happen?

ChrisH1 (Indiana)
Posts: 9

Posted:

Well right now we can't technically have a tie. Since I am the President, I only vote if there is a tie. Thus, with only 5 other Board members we could never have a tie. We are working on adding a 7th Board member so I am able to break ties.

BradP (Kansas)
Posts: 2,640

Posted:

Chris:

You should always have an odd number of board members. The president should vote on every item unless there is a conflict of interest. There is a misconception that the president is just a tiebreaker, that is incorrect.

ChrisH1 (Indiana)
Posts: 9

Posted:

I have been under the impression that I should only vote in tie breaking..Regardless, we have bigger issues with our Board.

JoeW1 (New York)
Posts: 728

Posted:

Posted By ChrisH1 on 03/21/2007 4:53 AM

Well right now we can't technically have a tie. Since I am the President, I only vote if there is a tie. Thus, with only 5 other Board members we could never have a tie. We are working on adding a 7th Board member so I am able to break ties.

ChrisH1 - It's contradictory for a Board member to provide a vote with an odd number of Board members but not provide a vote with an even number. I understand you were under the impression, but BradP is correct it's a misconception that a Pres. is only to break a tie.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

I might add it is also a misconception to believe that the President sets the Agenda for meetings.

BradD2 (Florida)
Posts: 418

Posted:

Aside from your ByLaws you need to check your state's statutes. In Florida, the only way to remove a board member is to get the majority of your members to sign a petition (FS 720.303.10) In what state do you live?

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