Legally Getting Rid of Rotten Board Members

Are you a board member?

Advice can be different if you were serving on the Board. That is why the question was asked.

For example, a member of the Board could raise the motion to remove the individual from an Officer position. For some, this can be a wake up call to their actions.

However, a member may only petition the Board for a special meeting to recall the individual from the Board. Since you are in CA, to see how to do a recall, I refer you to davis-stirlings resignations and recalls menu page.

If you are considering gathering support and attempt a recall, make sure you follow the process to the letter. The petition must be worded a specific way (which is shown on the davis-stirling site) Additionally, gather more than enough signatures as this shows the Board that the recall effort really has support of the members.

Marlene

The associations attorney is not your attorney. The associations attorney works for the BOD. If you want to put a group together to recall the President then you will have to retain another attorney. Forget using the BOD/association attorney.

A BOD generally cannot dismiss a member of the BOD. There are times they can such as when they appointed him to the BOD. He misses so many meetings, etc. but for all practical purposes the BOD cannot remove him from the BOD.

Typically what a BOD can do is call for an election of officers among themselves. They can elect new officers where the fellow is no longer an officer. He will still be on the BOD, just not as an officer.

You can recall a member of the BOD. Search on Recall on this chat. Plenty of info on it.

Often in the long run the best way to get someone off the BOD is wait until election time and work hard against them so they do not get re-elected.

Hope this helps.

I utilized newsletters to educate the membership on how Associations were ran, what the governing documents said and what decisions of the Board were in compliance or were non-compliant with the governing documents or applicable statutes. I only reported facts that could be independently verified. However, I do not think that this would be the best venue for you to utilize. This is because you appear to want to go after one individual vs. the decisions of the Board as a whole. Therefore, I strongly recommend that you do not utilize a newsletter.

You may do better hosting informal get togethers (wine and cheese party, cake and coffee, etc.) where you can explain your concerns and have the material you discovered available if anyone wants to see. This allows you to not only spread the word but gather support and, perhaps, make a few friends.

Will you be volunteering to serve on the Board if you are successful in gather support to keep that individual from serving? If not, you will also need to find candidates willing to serve and deal with any issues that may be found.

Please keep in mind, regardless of which method you use, be very careful on what you say or print. You posted that this individual is very vendictive. Therefore, it is possible that the individual could bring legal action for libel or slander based on what you say or publish. This is why I said stick to facts and only independently verifiable facts. If you do this, you would likely win any legal action for defamation that is brought against you. It still won't be fun to deal with, but at least you would have a good chance of winning.

People

Some continue to confuse BOD Members with Officers.

Typically homeowners vote for Members of the BOD who must be owners. The BOD then elects its own Officers from among the BOD Members. In this case not all BOD Members are Officers but all Officers are BOD Members. I say typically as it can vary state to state and from association to association with the same state.

In some states the Officers of a BOD do not even have to be owners. These differences are critical especially when it come to how to replace/fire/banish, etc. specific people on the BOD be they Members and/or Officers.

In SC each Member of the BOD must be an owner. The Officers of the BOD elect their Officers from among themselves. Thus by default, each Officer must be an owner and a Member of the BOD. In our case, we have 5 Members of the BOD. 4 of the 5 members of the BOD are Officers. One Officer is the President of the BOD. One Officer is the VP of the BOD. One Officer is the Treasure of the BOD. One Officer is the Secretary of the BOD. The left over one of the five is a Member of the BOD as are all 5, but they (the left over one) is not an Officer of the BOD.

Some BOD's have "named" the left over one as Member at Large, etc., whatever in order to save face for them but the bottom line is they are not an Officer of the BOD. Kind of like the last one is out.

Some might ask well what is the difference? In SC only Officers of the BOD can sign legal documents pertaining to our association.

Hope this helps.

Hi Marlene

1. Could you explain a bit more about asking residents for loans? Depending on the particulars of how he approached them, there could be a conflict of interest.

2. Could you explain a bit more about your association? Can residency be rejected? Under what circumstances?

Thanks.

Nps
Well I have most likely stated too much here. But to clarify he is not our Treasurer anymore, he was filling that as well as his current position due to resignation. The newly elected Board Members have now removed him of that responsibility (pried his name off the bank with protest from him to please leave him on for a period of time).
The reference to residency I think was a flippant comment made by him indicating that we as an organization do not do any financial or record checking prior to allowing a person to purchase here or inherit as the case may be. That topic has been discussed as perhaps a necessary step to
"screen" our Owners but so far not enacted. That being said his comment must have referred to "other parks" or perhaps rental property parks that do a check. I really have no proof he said that other than a trusted source and and I am starting to get paranoid on this forum as I am reading that I need to be careful? All my other forums are free from issues such as this and are mostly fact finding missions. That is not to say that I have stated anything but the truth as spoken to personally and am seeking written records but so far that is our collective fear that we may be held liable at some point so Board Members are treading carefully and I certainly do not want to extend myself beyond what I am willing to "pay" for. I appreciate all the responses.

Protest to removal from bank account would make me very uncomfortable. I would want to fully understand all potential liability even if it is supposedly fixed.

On of your board members should probably review your D&O insurance policy and all information that your association or MC submitted with the D&O application.

sorry what is D and O? please

You are experienced expert? I am thinking I need to get off this board before the "accused" may see it? I would appreciate your advice on that.

Marlene

I do not see how someone asking for a personal loan is anybody's business, especially the BOD's. Did I miss it having something to do with the association?

Be very, very careful of any attempt at restricting buyers/inheritors. This opens a real Pandora's Box and invites legal troubles from the get go. Imagine this scenario. I have a buyer from my home. The BOD attempts to prohibit the sale. Can you imagine what I would do if I lost this sale? My lawyer would be on the association like white on rice.

Merry Christmas to All and Thank you for all your time and advice. I may need to start a new topic but I would like to just Narrow this one down to a question you may be able to help with.
We now have a Board of 5 and I know that 3 possibly 4 would be willing to vote him out of his current position and make him a member at large or whatever can be done to stop his erratic behavior and control. We have a very suitable new resident that we could ask to step in to handle his position responsibilities, also I am assuming that would need to be a member at large? Is this possible without documented facts of wrong doing (yet) or could it be based on his "outbursts, yelling, rude behavior and total lack of any ability to "work with the board" (amongst other things I have mentioned). Thanks!

I'm confused, Marlene, didn't you write that the board ALREADY removed Mr. Nasty from the office of treasurer????

So, you're saying that he also holds another office? What is it?? The board alone also can vote him out of that office. What officers do your bylaws say you must have? Typical are Prez, VP, sec'y, treasurer. don't worry about naming this other office will identify your HOA--most HOAs have the same officers.

"Director at large" is NOT an office and simply refers to a director who is NOT an officer. Yes, the Board can appoint a new director if Mr. Nasty somehow is removed form the Board. that person will simply be a director, UNLES the Board also wants her/him to fill an officer position. (I don't think there's any such thing as "member at large," but if so, it simply is a fancier word for director.)

If he holds no other office and is solely a director who was elected by H/Os, only H/Os can vote him off the Board. Someone above wrote, I think, that the Board alone can vote him off the Board entirely. That is not correct (unless your BYLAWS say certain behaviors disqualify him from Board service, e.g. delinquent dues, absences from meetings, uncured rules violations).

He could be removed from the Board as a director via a recall election, which takes time and precise procedures. As recommended above, see Davis-stirling.com for exactly how to do this. You can wait for the next election. if he hoodwinks so many homeowners that he'd be elected again--your concern--then you'd not be able to get the votes to recall him either.

If, however, Mr. Nasty was appointed to the Board BY the Board to fill a vacancy, the Board alone probably can remove him from the Board as a director. This might be stated in your own bylaws or, again check davis-stirling com.

IMO, Marlene, you're relying a bit too much on this forum for advice, and need to start doing your own homework. And some good advice has come your way that I'm not sure you grasp because your subsequent remarks seem confused. I think we posters might have added to the confusion.

Do see Davis-stirling.com and "rogue directors" (I think.)

By the way, since you aren't on the Board, I'm curious to know how you learned Mr. Nasty called your HOA attorney on his own???