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TinaM1 (Florida)
Posts: 5
Posted:
I am a former board of director for a very small HOA in Florida. There are only 20 possible members in the subdivision eligible to serve on the 3-5 member BOD. Many of the members have served and resigned in the 11 years since the developer turned the property over to the individual members of the association. There is wording in the association CCR's (but not in the Florida state statutes at this time that I can find) that states that a director that resigns many not be reinstated. Does this mean that they cannot be reinstated to fill the vacancy that they created, or does this mean they can never serve on the BOD again?

The exact wording is this:
Section 4.3 Removal. A director, other than a Director named by the Declarant pursuant to Section 4.2, may be removed from the Board with or without cause, by a majority vote of the members of the Association entitled to vote or by the Declarant until such time as the Declarant transfers the right to vote to other members. In the event of death, resignation or removal of a Director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor. Directors who resign may not be reinstated.
NpS (Pennsylvania)
Posts: 4,216
Posted:
Hi Tina
Language is poor.
But to interpret it to mean that a resignation is forever is just plain silly.

In your shoes, I would interpret it to mean that someone else must fill the resigners seat and the resigner can become a board member at a later date.

I think your better choice with only 20 units is to change the language. Even if that requires a 2/3 vote, it's only 14 signatures.

Sikubali jukumu. Read all posts at your own risk.
GenoS (Florida)
Posts: 4,276
Posted:
Agree that the language is poor. I interpret it as a way to ensure that directors don't resign only to be immediately re-appointed by the remaining board members to another empty seat as a way to avoid an election for that seat. Such shenanigans have been reported before. I also agree that it's silly to assume that once a director resigns she can never, ever be a director again.
KerryL1 (California)
Posts: 14,550
Posted:
I'm with Geno & NpS.
TinaM1 (Florida)
Posts: 5
Posted:
Thanks, I agree that the wording is poor (that's putting it mildly). There is a committee currently reviewing the CCR's for a re-write. The entire document is written like that. It has been a bone of contention for the directors and members due to inconsistencies and conflicts between sections.

I appreciate the feedback.
NigelB (Texas)
Posts: 254
Posted:
Quote:
Posted By TinaM1 on 06/22/2015 6:21 PM
I am a former board of director for a very small HOA in Florida. There are only 20 possible members in the subdivision eligible to serve on the 3-5 member BOD. Many of the members have served and resigned in the 11 years since the developer turned the property over to the individual members of the association. There is wording in the association CCR's (but not in the Florida state statutes at this time that I can find) that states that a director that resigns many not be reinstated. Does this mean that they cannot be reinstated to fill the vacancy that they created, or does this mean they can never serve on the BOD again?

The exact wording is this:
Section 4.3 Removal. A director, other than a Director named by the Declarant pursuant to Section 4.2, may be removed from the Board with or without cause, by a majority vote of the members of the Association entitled to vote or by the Declarant until such time as the Declarant transfers the right to vote to other members. In the event of death, resignation or removal of a Director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor. Directors who resign may not be reinstated.

My two cents.

As 4.3 relates to removal, death, or resignation and filling those vacancies by appointment to serve out the remainder of the unexpired term - I would opine that the last sentence only means that a Director who has resigned cannot be reinstated by appointment. There would be nothing to prohibit a Director who has resigned from running for a new term.

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