Removal of Board Members Election vs Appointed

Years back board members were voted on to the board. When their terms expired noone ran for the board so the original board member stayed on the board (announced at annual meeting).

Question...are these board members considered being voted in by the membership or are they now considered appointed by the Board?

Our bylaws state that if the board appointed a board member they can be removed by a majority vote of the board. If they were voted in by the membership (which was in 2007) a majority of unit owners would need to vote a board member off the board.

They would be considered voted in by the membership.
Basically, as John said, there terms were extended.

Corporate law typically allows for this by specifying even though a Directors term has expired they remain in office until their replacement is elected (or they resign).

Was wondering, if three positions were open and no one ran, how how that equate to the number of candidate for the number of open positions?

two were open and two ran or maybe a better term would be "volunteered" to continue on the board. Not one resident "ran". This has been since 2007 when the initial five members were voted in. since then, one resigned and the Board appointed a replacement, then every term after that no one else has ran for the board.

We have sent out notices every election and have asked for if there are any nominations from the floor at our annual meeting and there are NO TAKERS!!

I am hoping that changes at some point as our board is not as effective as it used to be. May need new people, new ideas and energy but unless someone comes forward we are where we are with our board.

It's desirable for many reasons:

1. This board member is breaking the rules, therefore, not wanting enforce or bylaws/declaration. He has gone rouge and causing the Board to become ineffective. His conduct is not that of a board member (per many code of conduct definitions I have read on this site and online).

2. We would like to go from a 5 person board to 3. We only have 40 townhomes in my development. Our declaration calls for a 3 person board. Declarant/developer changed it by resolution many years ago when he no longer had the majority.

In my opinion, they would be considered elected unless there were official documentation in the minutes that they were appointed.

What occurred with the Directors staying in place, is considered normal.
State Corporate laws, applicable if your association is incorporated, typically specify that Directors and Officers continue to serve until their replacement is elected/appointed or they resign.

I'd be more concerned about getting others to run in the next election.

yes, no one has run since 2007 and yes, this board member used to be a team player and obey and enforce the rules. A year ago his living situation changed and therefore he no longer wants to enforce the rules, especially the parking rules and limitation on vehicles. We also recently found out that he has been going to the homeowners bad mouthing the board. When a vote doesn't go his way, he threatens to go to the homeowners and tell everyone who will listen the board is working against them. He sends very nasty emails to board members. All not in the "BOE Code of Conduct"

We want him off the board. I am the President and am seriously thinking of not remaining on the board after my term is up in December.

Do you have a fine schedule an hearings procedure for rules violations, Maureen? Whatever it is and whatever PA law stays you may do, call this guy to hearings and fine him if he doesn't comply with your HOA's covenants & rules. He wouldn't to be able to discuss or vote on these because it would be a conflict of interest if it's a matter involving his vehicles or property.

In addition, you can censure him for the other behavior. Meantime, you & the rest of the board need to send him an email stating that you'll not rely to his nasty emails, or even block his email to you.

With the rumors he's spreading, I'd again urge you & your board to hold open meetings so Owners can see that the rest of you are working hard. Censure, by tw, need not be done in executive session.

yes, we have a fine schedule. I also thought about the conflict of interest and having him not vote and censuring him. Right now, it's in our board attorney's review. The residents know how hard the Board works and are thankful that we are keeping up the development and their home values. We do have several rentals, however, the investors that own keep up their properties and are very strict who they rent to. They are rent to own.