HOA Board 2 of 5

North Carolina Condo Community of 144 units, CCR’s filed in 1981.

I’m trying to research how appointed Board members can be removed from the Board. We are down to 2 Board members. Our By-laws call for 5. One was originally appointed, but was retained after the Annual Meeting with no quorum present. The other was appointed after the Annual Meeting. We got into this position because we had 4 at the annual meeting. One that was previously appointed before the Annual Meeting was removed from office by the Board and 2 resigned. I should add that we have never had a quorum for any Annual Meeting.

Our By-laws call for a majority of HOA members to call a special meeting, but that’s changed with the recent law changes in North Carolina. I believe we now need 20% to petition to call a Special Meeting. I’ve read that these changes also apply to older communities such as ours.

Our Board of 2 thinks that the way to save our degrading community is to continue with 2 members and in the meantime set up landscape, pool and grounds committees. They are holding Board Meetings and voting on motions. A group of concerned members would like to see a major change. The board would never appoint any of these members because of personal reasons. We need direction on where to start. Although many more in the community are concerned, they are unaware of how an HOA actually operates and the laws that govern them.

My question is:
Can a Board member that has been appointed by the Board to fill a vacancy and has stayed AFTER the annual meeting with no quorum be voted off by the Board or would it require a vote from the membership to remove them?

Side note: Who would want to be appointed to a Board if they can be removed by a Board vote? Doesn’t seem like this is correct, but I can’t seem to find specific info on the internet regarding our situation. Especially since there has never been a quorum at eh Annual Meeting.

Typically the BOD can only remove a BOD Member appointed by them. They cannot remove an owner elected member. Also owners can recall anyone on the BOD regardless of how they got on the BOD. In a recall you need to have replacements named like Ed Smith for Tom White, etc.

Recalls can get very, very tricky especially when one decides to legally resist it. Best to work on establishing a quorum to elect new BOD Members. This will often require gathering proxies to assure a quorum is established. Remember one can gather proxies to establish a quorum then leave the actual voting up to those in attendance. Example:

100 homes and 51 needed to establish a quorum.

20 people attend the meeting but there is a quorum established as there at least 51. Say the 20 in attendance plus 31 proxies make for the 51.

The 20 in actual attendance will vote for BOD Members.

Remember the proxies were for quorum only. They were not voting proxies.

Many will say well I do not know who to vote for. Explain the proxy is to establish a quorum to be able to vote. Explain it is not a vote for someone. Explain those that attend will do the actual voting and the proxy just allows there to be an election. Ask: You do not want them "fools" appointing BOD Members do you?
Many well say OK I will give you my proxy.