Board Member Was Not Elected Are we stuck with them?

Gert

Common sense says I should never mess with CA nor FL Association rules, regulations, etc, but here goes:

In many states, one can be appointed to the BOD by the BOD to fill a vacancy. Generally they like any other BOD Member, can only be recalled only by those electing/appointing them.

Elected by the membership to the BOD, then only recalled by the membership.

Elected by the BOD to the BOD, then only recalled by the BOD.

Yes, I agree with JohnC & Richard. To make sure that your Board can appoint someone to fill vacancies dues to death, resigning, etc., read your governing docs, probably your bylaws.

Although the board can remove the appointed Director, the membership likely has ghe right to remove them as well. The procedures for the membership to remove any director would be in your governing documents or applicable State law.

However, don't forget the reason they were appointed, the lack of volunteers. Removing the individual will solve little if the underlying problem still exists. Are you willing to volunteer to serve in that individuals place?

Walt,

What the tread was discussing was removal of a Director who was appointed by the Board to fill a vacancy.
In those situations, it's typical that the States corporate laws allow the Board to remove those whom they appointed. This appears to be the same in GA.

Expecting that Associations in Georgia are incorporated as a non-profit (most Associations are, but check to be sure), Corporate non-profit laws would also apply. Although the law defers to the governing documents, GA § 14-3-808 does specify that:

(8) A director elected by the board may be removed with or without cause by the vote of two-thirds of the directors then in office; provided, however, that a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board; and

(9) If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.

Cf,

My first instinct was to say yes, which means that at some point in time VA had such language in their statutes. However, when I went back to provide a reference for what I was going to say, it appears that that language has changed and VA no longer allows appointed members to be removed by the Directors unless that language is still within your governing documents.

From our Bylaws created under the laws of Georgia:

"Section 3. Removal of Members of the Board of Directors. At any regular or special meeting of the Association duly called, any one or more of the members of the Board of Directors may be removed with or without cause by a majority of the total membership vote and a successor may then and there be elected to fill the vacancy
created for the term remaining. Any such Director whose removal has been proposed by the Membership shall be given at least ten (10) days' notice of the calling of the meeting and the purpose thereof and shall be given an opportunity to be heard at the meeting . Any member of the Board of Directors who has not attended three (3) consecutive Board meetings, or who has become more than sixty (60) days delinquent in payment of any assessments or charges due the Association, may be removed from the Board by a majority vote of the Board Members present at a Board meeting, a quorum being had.

Section 4. Vacancies. Vacancies in the Board of Directors caused by any reason other than the removal of a Director by vote of the Members shall be filled by a vote of the majority of the remaining Directors at any meeting of the Board of Directors. Each person so selected shall serve for the remainder of the vacating Director's term. Vacancies in the Board of Directors caused by removal of a Director by vote of the Members shall be filled by the Membership in accordance with Section 3 hereof."

Once a board member is appointed, only the membership may remove them.

Under GA law, an officer maybe removed from office by the other officers, but is not removed from the Board thereby.

Walt

Agree Georgia law is different Walt.

Actually, upon looking at your post again it looks like your laws are similar to Virginia's. Believe we are on the same page.

In SC the BOD (majority of such) can call for an election of Officers anytime they wish. This is how they could "remove" an Officer(s). It is not they are technically being "removed" but they might not be re-elected to an Officer's position. On the other hand, they could be re-elected. Regardless, they are still a Member of the BOD.

In SC:

A Member of the BOD that was elected to the BOD by the owners can only be removed by a recall from the owners. They cannot be removed by the BOD.

A Member of the BOD that was appointed to the BOD by the BOD can be removed by the BOD in addition to being recalled by the owners.

Walter,

Keep in mind that, although your governing documents allow the members to remove any Director (which is typical), if the Director is appointed vs. elected GA corporate law also allows the Board to remove those whom they appointed (see earlier link and citation).

So to summarize:

For your Association (as a laypersons understanding of the statute I cited and what you provided)

Director is elected - membership may remove
Director is appointed - membership or Board may remove