removal of board member

DavidD23 (Florida)
Posts: 8

Posted:

After months of frustration I resigned the morning of the monthly Sept 2014 meeting. Unbeknown to me it was on the agenda to remove a board member (me) for unethical conduct. The POA has 1200 houses and is managed with 20th century procedures. There are 7 members 3 of which always vote with the president right or wrong. New ideas or any meaningful changes are not tolerated unless it benefits individual board members. Sound familiar? Anyway after confronting the president and one of the board members I asked just what is this unethical conduct I am being charged with. In a heated discussion he blurted out we discussed it before the meeting and "we don't have to give a reason". This clearly seems to be a violation of the Fl. open meeting law. How do I find out if it is true and how do I make a formal complaint. The member said this in front of witnesses. The president said we didn't discuss it but "talked about it".

GlenL (Ohio)
Posts: 5,491

Posted:

David not to be blunt but what difference does it make at this time, you've already packed up your marbles? Yes you can file a complaint but if I were the remaining Board I would counter it, yes we talked about it but not as a group, I talked to Bob & Shirley, Bob talked to Ralph & Fred but at no time were enough of us all together which could constitute a quorum.

BTW Unless the Board appointed you to a position on the Board, they couldn't remove you from the Board only the people who elected you to the Board have that power. The only power they would have would be to remove you from any officer position you might have held.

Studies show that 5 out of 4 people have problems with fractions

DavidD23 (Florida)
Posts: 8

Posted:

I think they have the right to remove a member without cause but the point is I believe they violated the law and will do it again in the future. You are not supposed to discuss (conspire) with other members to influence the outcome of a board meeting The board is toxic but still has 2 good dedicated members left and I feel guilty for baling out on them and leaving them in a no win situation. Besides I have a dog in the fight by owning 3 houses in the POA and their bad decisions affect all of us. Only half the owners pay their dues and POA has over $200,000 in two of the accounts. Nobody seems to care as I and the other 2 members sent out hundreds of flyers to try to get more owners interested in becoming board members and got zero response from over the two thousand possible candidates. Very few people ever show up at meetings or seem to care. That probably was the main reason I decided to resign. Don't get into a fight unless you have a chance of winning.

DavidD23 (Florida)
Posts: 8

Posted:

I think they have the right to remove a member without cause but the point is I believe they violated the law and will do it again in the future. You are not supposed to discuss (conspire) with other members to influence the outcome of a board meeting The board is toxic but still has 2 good dedicated members left and I feel guilty for baling out on them and leaving them in a no win situation. Besides I have a dog in the fight by owning 3 houses in the POA and their bad decisions affect all of us. Only half the owners pay their dues and POA has over $200,000 in two of the accounts. Nobody seems to care as I and the other 2 members sent out hundreds of flyers to try to get more owners interested in becoming board members and got zero response from over the two thousand possible candidates. Very few people ever show up at meetings or seem to care. That probably was the main reason I decided to resign. Don't get into a fight unless you have a chance of winning.

DaveD3 (Michigan)
Posts: 796

Posted:

Does your board even have the authority to remove a board member? I highly doubt that the board can do that on their own (vs a majority vote of the owners)

TimB4 (Tennessee)
Posts: 21,059

Posted:

David,

I agree with Glen, what difference does it make now?

You chose to resign for your own reasons. You later found out that the Board was going to take actions to remove you for their own reasons. However, you resigned first. So, does it really matter what the other Board members were thinking?

I understand the desire to rectify someone's opinion of yourself when you consider that opinion incorrect. However, just as it's unlikely the other Board members will have you change your opinion of them, it's just as unlikely that you would be successful in changing their opinion of you. So agree to disagree and move on with life. There are far far more important things to worry about.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

David

Might the case be that they did not like you and were discussing how they could get rid of you then you opened the door by resigning. All they did was throw salt on the wound. Like good thing he left as we were going to try and get rid of him.

Do not take what they said personally.

DavidD23 (Florida)
Posts: 8

Posted:

Someone charges you with unethical conduct refuses to tell you what the unethical conduct is and violates the open meeting law by discussing the issue before the meeting with the other conspirators, I kind of take offense to that. Bottom line when you serve on a board uncompensated you do get some people who clearly don't belong there. It was really a good lesson on politics and egos that can destroy the good good will of people who try to make a difference. I'm sure many people who have volunteered to serve unpaid as board member's have found how difficult it can be. Bottom line "no good deed goes unpunished" is true. Have another property with an HOA where the board is composed of some great people. The success of any HOA is directly proportional to the quality of the people who are serving. But I'm sure anyone who posts here knows that all too well.

GlenL (Ohio)
Posts: 5,491

Posted:

OK David, bottom line what do you expect to get out of picking this particular scab? You can take them to court, you can file a complaint but at the end of the day the most you'll get out of it IMHO is if and that's a big IF, you can prove that the Board communicated improperly with one and other, then the judge or arbitrator will slap them on the wrists and tell them to go forth and sin no more.

Studies show that 5 out of 4 people have problems with fractions

DavidD23 (Florida)
Posts: 8

Posted:

Glen: It's not so much about the 4 negligent board members. The club house property is surrounded by three large lakes, tennis courts, racket, ball courts, two huge swimming pools a workout room and a large hall that is rented for party's weddings etc. There is a paved jogging trail around the property over a mile long. Sounds great. The hall has one emergency exit on one end that is swollen shut and won't open. The sliders have pvc pipe in the tracks so burglars can't get in and of course no one can get out in an emergency. The fire alarm has been inoperable for over two years. The metal light poles around the shuffle board courts were broken after two back to back hurricanes 10 years ago. The bases remain broken with sharp metal edges sticking up ready to impale anyone who falls or steps on them and of course the live wires protrude from these have not been terminated. The metal fence between the pool area and the lakes is falling apart and 19 concrete vehicle stops are broken with the rebar sticking up out of the asphalt in several of the parking lots. The amazing thing to me is no one cares. With well over $200,000 in the club account and only 50% of the members are current on their dues, some over 10 years money is not the problem. Yeah I feel bad about giving up and throwing the other two good board members under the bus but the situation is unfixable with the present board setup so the only sane thing to do is to let it go. This place is the poster child on how not to run an HOA.It should be required training for new board members in the state of Fl on how not to run things Thanks for letting me vent but the experience has taught me some valuable lessons. I'll sign off now.

AnnH5 (Florida)
Posts: 304

Posted:

Quote:

Posted By DavidD23 on 09/11/2014 6:17 PM
Glen: It's not so much about the 4 negligent board members. The club house property is surrounded by three large lakes, tennis courts, racket, ball courts, two huge swimming pools a workout room and a large hall that is rented for party's weddings etc. There is a paved jogging trail around the property over a mile long. Sounds great. The hall has one emergency exit on one end that is swollen shut and won't open. The sliders have pvc pipe in the tracks so burglars can't get in and of course no one can get out in an emergency. The fire alarm has been inoperable for over two years. The metal light poles around the shuffle board courts were broken after two back to back hurricanes 10 years ago. The bases remain broken with sharp metal edges sticking up ready to impale anyone who falls or steps on them and of course the live wires protrude from these have not been terminated. The metal fence between the pool area and the lakes is falling apart and 19 concrete vehicle stops are broken with the rebar sticking up out of the asphalt in several of the parking lots. The amazing thing to me is no one cares. With well over $200,000 in the club account and only 50% of the members are current on their dues, some over 10 years money is not the problem. Yeah I feel bad about giving up and throwing the other two good board members under the bus but the situation is unfixable with the present board setup so the only sane thing to do is to let it go. This place is the poster child on how not to run an HOA.It should be required training for new board members in the state of Fl on how not to run things Thanks for letting me vent but the experience has taught me some valuable lessons. I'll sign off now.

1. A Board in Florida can not "remove you" from the Board for "unethical conduct". They only have the power to remove you from a position (ie President, VP, Secretary, Treasurer). It takes a recall election from the owners to remove you or anyone else from the Board.
2. There is NOT A THING to keep you from calling any number of entities to report your concerns about the HOA maintained property (County Department of Health, County Code Enforcement, Fire Marshall, etc) that is posing a significant safety hazard. You would not be ratting out anyone because in the worst case scenario, someone could be injured and sue the HOA and then you could all be on the hook to pay a significant settlement.
3. The state now requires certification of Board members. Look into it. This is thorough the Department of Business and Professional Regulation.

KerryL1 (California)
Posts: 14,550

Posted:

Your methods sound fine, Tim. But the points of contact are approved by the board. Sounds like Eugenia's were not. A director acted on her own and exceeded her authority as a director. But maybe Eugenia can clear up some murkiness in her tale--It' not dear to me what the HOA's attorney did or wrote, for example.

I'm not sure why you think the president should sign this "contract" without practicing due diligence? In our HOA, our onsite management team is our biggest contract--I believe it takes all of us directors, who bring all kinds of different skills to the table, to be involved in hiring this vendor.

We do not interview our smaller contract vendors, pest control, pool service, gym service, elevator service, copier machine service, etc., etc. In these cases, management sometimes bring us proposals if she thinks it might be time for a change.

GlenL (Ohio)
Posts: 5,491

Posted:

Quote:

Posted By DavidD23 on 09/11/2014 6:17 PM
Glen: It's not so much about the 4 negligent board members. The club house property is surrounded by three large lakes, tennis courts, racket, ball courts, two huge swimming pools a workout room and a large hall that is rented for party's weddings etc. There is a paved jogging trail around the property over a mile long. Sounds great. The hall has one emergency exit on one end that is swollen shut and won't open. The sliders have pvc pipe in the tracks so burglars can't get in and of course no one can get out in an emergency. The fire alarm has been inoperable for over two years. The metal light poles around the shuffle board courts were broken after two back to back hurricanes 10 years ago. The bases remain broken with sharp metal edges sticking up ready to impale anyone who falls or steps on them and of course the live wires protrude from these have not been terminated. The metal fence between the pool area and the lakes is falling apart and 19 concrete vehicle stops are broken with the rebar sticking up out of the asphalt in several of the parking lots. The amazing thing to me is no one cares. With well over $200,000 in the club account and only 50% of the members are current on their dues, some over 10 years money is not the problem. Yeah I feel bad about giving up and throwing the other two good board members under the bus but the situation is unfixable with the present board setup so the only sane thing to do is to let it go. This place is the poster child on how not to run an HOA.It should be required training for new board members in the state of Fl on how not to run things Thanks for letting me vent but the experience has taught me some valuable lessons. I'll sign off now.

Sorry you signed off, the items you described if accurate should be reported to your local Fire Marshall and Building Dept. and let them force the repairs.

Studies show that 5 out of 4 people have problems with fractions

FredB4 (Ohio)
Posts: 375

Posted:

Just as an FYI - our bylaws allow the board to remove any board member during the year without cause by a majority vote of the BOD. We can also vote in a new member who can serve until the next annual meeting when owners have the opportunity to vote on all current board members as well as any nominations. What you can and can't do should be in your governing documents.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

I am not nor do I play a lawyer.

Typically a BOD Member can only be removed from the BOD by the people that elected him to the BOD. This could mean by the BOD if he was appointed by the BOD such as to fill a vacancy.

If elected via a community vote, only a community vote can remove him.

Some Bylaws say a BOD Member can be removed by the BOD if they miss 3 consecutive meetings.

Some Bylaws say a BOD Member can be "suspended" if they fall so far behind in dues/fines.

Some Bylaws say a BOD Member can be "suspended" if they are a plaintiff in a law suit against the HOA.

Typically Bylaws will allow the BOD to call for an election of BOD Officers anytime they so wish to. This can be a tool for removing a BOD Officer via a BOD vote. The person "unelected" as a BOD Officer is still on the BOD as a BOD Member. They are just no longer a BOD Officer.

Hope this helps.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By FredB4 on 09/13/2014 5:55 AM
Just as an FYI - our bylaws allow the board to remove any board member during the year without cause by a majority vote of the BOD. We can also vote in a new member who can serve until the next annual meeting when owners have the opportunity to vote on all current board members as well as any nominations. What you can and can't do should be in your governing documents.

FRED

I have never seen Bylaws that allow a BOD to "arbitrarily" remove a BOD Member from the BOD. unless that BOD Member was appointed by the BOD.

AnnH5 (Florida)
Posts: 304

Posted:

Our bylaws do say something along the lines about missing so many consecutive meetings and being considered as "resigned" from the Board and our Board has the power to fill a Board position if someone resigns. However, our Board does not have the power to remove any elected member from the Board for "unethical conduct". If that was the case, we would have maybe one or two Board members left.

FredB4 (Ohio)
Posts: 375

Posted:

I re-read the Bylaws and stand corrected. You are right that it is officers (president, treasurer, secretary etc.) and not board members who can be removed from office by a majority vote of the board. Fortunately we have never had to do that.

KarenC15 (Florida)
Posts: 118

Posted:

David, I belong to a FL HOA that runs in about the same way.

Only one position comes open each year--one of the existing board members will ask someone to run and then use the proxys to vote the entire board, plus that one requested person onto the board. We don't have elections, so there's never a list of who's running, etc.--just a proxy to return to let the board vote for itself.

Thus, same board for 15 years with the exception of a few people. What happens is when that new person begins to question things, the board members get very upset and offended in the same way they do if questioned by a member. They do not believe (I can say with certainty because I served on this board) that they report to members or represent them...they believe it is their property and funds and that they are a defacto security guard in the neighborhood. Note that none of these members have attended training and don't even understand the docs. Any dissent is greeted with a coordinated / planned response because everything the board considers is discussed by telephone, email and in the yard.

It sounds as if you got that coordinated response (coordination is a crime in public offices and maybe it should be for HOA members too). At any rate, our board does have the right to discharge, which is something in our docs. I don't know how that holds up with the FL corporate/HOA law because a member is supposed to be elected and serve the members; not the board.

Best of luck.

Hatred is contagious, so one should work to avoid it.

DavidD23 (Florida)
Posts: 8

Posted:

Karen I couldn't have said it any better. It almost sounds like we served on the same board. It does say in our docs that a board member even if voted in by POA members in a posted election can be removed without a reason by a simple majority of the sitting board. Someone probably got a copy of the North Korean constitution and copied a lot of their ideas. It does sound to me that it's unconstitutional (US) but I'm not a lawyer. We have 700 houses in the PO with a large club house 3 ponds 2 large pools etc and several acres of recreational property. This place needs competent management by caring board members not by incompetent people with their own personal agendas. Unfortunately when a new member comes in with fresh ideas and rocks the boat by asking questions he or she is immediately deemed the enemy and treated appropriately. When most of us face this issue we usually say " I don't need this grief from a nonpaying volunteer job" and resign. I plead guilty to doing the same thing. Our board keeps the BOD at 7. Four are the old guard and the other 3 openings are like a revolving door of good competent people who eventually quit because they can never get to be in the majority and always lose ever proposal not sanctioned by the other 4 who always stick together. Sounds just like how the US Congress functions. But if our two thousand or so POA members tolerate this dysfunctional management of their association they will have to get more involved. Again I thank you for your comment.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By DavidD23 on 09/14/2014 3:30 PM

It does say in our docs that a board member even if voted in by POA members in a posted election can be removed without a reason by a simple majority of the sitting board.

Actually, had you not resigned, you may have won a legal challenge to that section of your governing documents.

That is because it appears that your governing documents and FL720.303(10)2 are in conflict with each other. When there is a conflict between two documents, the document with the higher authority controls (must be complied with) unless it defers control to the lower document.

Again, it likely would have required a legal challenge and a judges ruling, but you may have won.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Karen

Fool me once with proxies, shame on you.

Fool me twice with proxies, shame on me.

Learn how to beat them at the proxy game.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By JohnC46 on 09/14/2014 4:36 PM

Learn how to beat them at the proxy game.

Yep. The Board for my Association went nuts when I started explaining to the members that they are not required to utilize the Associations form to assign a proxy. That they could utilize a directed proxy instead of the general proxy the Board was requesting. That they could assign the proxy to anyone and not just someone sitting on the Board.