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BettyO1 (California)
Posts: 104
Posted:
How are appointed directors removed from the board in California? Must they be removed by the board that appointed them or can members recalled them?
CarolR11 (Colorado)
Posts: 2,563
Posted:
Should be in your bylaws, Betty. Otherwise, see CA corps code on the topic. Generally, if a board appoints a director, a majority of that Board can vote to remove same. If appointed by the membership, which could happenif your bylaws say so, and th board fails to fill a vacancy, the membership must vote to remove the director.

Say, did you just have your HOA attorney visit your HOA? Would've been a good question ask.
TimB4 (Tennessee)
Posts: 21,059
Posted:
Betty,

Did you check to see what davis-stirling.com had to say about the issue?

Here is the page you need to look at: http://www.davis-stirling.com/MainIndex/RemovalbytheBoard/tabid/1344/Default.aspx#axzz2xOaeZy5a

Here is the menu you need: http://www.davis-stirling.com/tabid/450/Default.aspx#axzz2xOaeZy5a

Betty, you have been a member of this site for awhile and have often been referred to Davis-stirling.com for you answer. It's typically best to do as much of the research as you can yourself and then ask for clarification on what the research shows. By doing the research yourself, you can be sure that we didn't miss something that could result in bad advice.

CarolR11 (Colorado)
Posts: 2,563
Posted:
Thanks, Tim. I see that I momentarily confused the removal of officers with the removal of directors (whether appointed or elected).

So, Betty, I also agree with Tim's advice. We in Cali have a wonderfully accessible resource with an excellent Main Index. Use it. Not only will it be accurate, there may be relevant topics that fit your specific situation.
CarolR11 (Colorado)
Posts: 2,563
Posted:
Thanks, Tim. I see that I momentarily confused the removal of officers with the removal of directors (whether appointed or elected).

So, Betty, I also agree with Tim's advice. We in Cali have a wonderfully accessible resource with an excellent Main Index. Use it. Not only will it be accurate, there may be relevant topics that fit your specific situation.
BettyO1 (California)
Posts: 104
Posted:
Thanks. I read the citations. It is not clear how a director appointed by other directors can be removed from the board, ie. can the board vote to do so? If not, can members recall that director?
LarryB13 (Arizona)
Posts: 4,099
Posted:
According to Davis-Sterling, whether the director was appointed by the board or elected by the members, the board is limited to removal for cause only if 1) for cause such as being found incompetent or being convicted of a felony, or 2) the director is no longer eligible to serve.
http://www.davis-stirling.com/MainIndex/RemovalbytheBoard/tabid/1344/Default.aspx#axzz2xNfbsZtM

It appears that in all other cases removal of a director must be achieved by a recall vote.
TimB4 (Tennessee)
Posts: 21,059
Posted:
The members can recall an elected or appointed director (at least that is the way I read it)
CarolR11 (Colorado)
Posts: 2,563
Posted:
I (now) read it the same way Tim & Larry do, Betty.

And if your bylaws have any qualifications for directors that a particular director no longer meets, the Board may declare that spot vacant.

One example might be violating the rules and failing to cure the violation(s). Another could be that directors are required to be owners, but a director sells the property, but still want to be on the Board. But, again, qualifications must be listed in your bylaws. Even if you have some director qualifications in your Election Rules (required in CA since '06), they may not hold up in court.

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