Demote President to director

Started by DonellJ • 14 replies • 1873 views

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DonellJ
Posts: 15

Posted:

Majority of board members want the President Demoted to director.
We are in Florida and the directors voted/appointed this person in, not the community
What a gross error in judgement.

Unable find this statute, did read where a Florida attorney sad this could be done.

NpS (Pennsylvania)
Posts: 4,216

Posted:

Check what your docs say, but - in most HOAs:

The general members vote in the directors;

The directors vote in the prez; and

The board majority can remove one director from the officer of prez at any time. (It's a removal from office, not a demotion).

Sikubali jukumu. Read all posts at your own risk.

NpS (Pennsylvania)
Posts: 4,216

Posted:

CORRECTED:

Quote:

Posted By NpS on 07/19/2016 6:39 AM
Check what your docs say, but - in most HOAs:

The general members vote in the directors;

The directors vote in the prez; and

The board majority can remove one director from the office of prez at any time. (It's a removal from office, not a demotion).

Sikubali jukumu. Read all posts at your own risk.

SheliaH (Indiana)
Posts: 6,964

Posted:

Start with reading your documents - usually, the homeowners elect the board and the board members elect board officers like president. If that's the case, what's stopping your board from selecting another president, especially if the majority don't like his/her performance?

Now if this person is so awful, you feel he/she needs to be off the board altogether, the homeowners can simply choose not to re-elect the president or mount a recall, if they don't want to wait that long. If THAT's what you want to do, go back to your documents to see what it says about recalls and/or special homeowner meetings. A special homeowner's meeting may need to be called to discuss the matter and take a vote - usually a certain percentage of homeowners must sign a petition requesting a special meeting be held to discuss a recall and once received, the board has X number of days to schedule it.

And yes, YOU may need to be the one to get the ball rolling on a recall and perhaps consider volunteering to be the replacement director if the recall is successful. Good luck

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

DonellJ
Posts: 15

Posted:

Thanks for your help.

This is what I found

What I also found was the number of directors, we have 6 and the fewest votes was the now president. The election was held in January

3.1.3 The number of directors shall remain at five (5) unless said number shall be changed by a vote of the Association membership at a meeting to be held at least six (6) months prior to the time for the election of the Board of Directors.

5.1 Executive Officers

The executive officers of the corporation shall be a President, who shall be a director, a Vice President, who shall be a director, a Treasurer, a Secretary and an Assistant Secretary, all of whom shall be elected annually by the Board of Directors and who may be preemptorily removed by vote of the directors at any meeting by concurrence of a majority of all of the directors. Any person may hold two (2) or more offices. The Board of Directors shall, from time to time, elect such other officers and designate their powers and duties as the Board shall find to be required to manage the affairs of the Association.

3.1.3 The number of directors shall remain at five (5) unless said number shall be changed by a vote of the Association membership at a meeting to be held at least six (6) months prior to the time for the election of the Board of Directors.

5.1 Executive Officers

KerryL1 (California)
Posts: 14,550

Posted:

Assume you're citing your Bylaws, yes, Donel? As you can see, a majority of your Board may vote the president out of the office of president. He still will be a director.

A separate issue is that your Bylaws call for 5 directors, but you have 6. Maybe someone call tell you how to fix this error.

NpS (Pennsylvania)
Posts: 4,216

Posted:

Quote:

Posted By DonellJ on 07/19/2016 7:26 AM
Thanks for your help.

This is what I found

What I also found was the number of directors, we have 6 and the fewest votes was the now president. The election was held in January

3.1.3 The number of directors shall remain at five (5) unless said number shall be changed by a vote of the Association membership at a meeting to be held at least six (6) months prior to the time for the election of the Board of Directors.

5.1 Executive Officers

The executive officers of the corporation shall be a President, who shall be a director, a Vice President, who shall be a director, a Treasurer, a Secretary and an Assistant Secretary, all of whom shall be elected annually by the Board of Directors and who may be preemptorily removed by vote of the directors at any meeting by concurrence of a majority of all of the directors. Any person may hold two (2) or more offices. The Board of Directors shall, from time to time, elect such other officers and designate their powers and duties as the Board shall find to be required to manage the affairs of the Association.

So, 5 directors allowed. If there wasn't an election to make it 6, you've got one too many.

Lowest number of votes at the latest homeowner election should be basis for getting number down to 5.

Your docs say that prez is voted annually by board. and can be removed by majority vote at meeting of all board members.

Good luck.

Sikubali jukumu. Read all posts at your own risk.

NpS (Pennsylvania)
Posts: 4,216

Posted:

CORRECTED:

Quote:

Posted By NpS on 07/19/2016 8:19 AM

So, 5 directors allowed. If there wasn't a homeowner vote to make it 6, you've got one too many.

Lowest number of votes at the latest homeowner election should be basis for getting number down to 5.

Your docs say that prez is voted annually by board. and can be removed by majority vote at meeting of all board members.

Good luck.

Sikubali jukumu. Read all posts at your own risk.

JamesG11 (Florida)
Posts: 118

Posted:

Unless your governing documents contain a conflicting provision, officers (e.g., a president) can be removed from office by a majority vote of the Board, with or without cause.

He/she would remain as a director, but be stripped of his/her office.

Why were 6 directors voted in when your docs limit the Board to 5 directors? Was there a homeowner vote to change the number?

DonellJ
Posts: 15

Posted:

It appears that none of the 5 with the most votes wanted to be president, the meeting ended then someone asked this person who was on the ballot and had the least votes if they wanted to be on the board as president, and that was the end of the story.

NpS (Pennsylvania)
Posts: 4,216

Posted:

Quote:

Posted By DonellJ on 07/19/2016 12:19 PM
It appears that none of the 5 with the most votes wanted to be president, the meeting ended then someone asked this person who was on the ballot and had the least votes if they wanted to be on the board as president, and that was the end of the story.

Brilliant!

Sikubali jukumu. Read all posts at your own risk.

LarryB13 (Arizona)
Posts: 4,099

Posted:

Quote:

Jeez!

He was not lawfully elected to the board but those who were abdicated their responsibilities under the bylaws and appointed him president. And apparently appointed him as board member number six in defiance of the bylaws.

If I lived there I would feed six board members to the alligators.

JamesG11 (Florida)
Posts: 118

Posted:

Do you have a licensed property manager? If not, I would respectfully submit that you need one.

The appointment of the person you are now complaining about was done unlawfully. In legal parlance, it was an ultra vires act. The solution is quite simple: advise him that he gets das boot for that reason... No need to turn it into an adversarial issue; just let the person know that the rest of you didn't realize your error at the time, thank him for his service, and vote among yourselves for a new Prez....

KerryL1 (California)
Posts: 14,550

Posted:

James & others are right, Donell. this 6th person was not elected by the Owners and your Bylaws only call for 5 directors. None of you should oppose your own bylaws! Dump him. You might want your HOA attorney's advice how to do this cleanly.

Someone who said you could use a property mgr. is right too. It sounds as though a lot of education is needed by your Board. Or maybe your HOA counsel can give you all a seminar.

DanaT (Tennessee)
Posts: 214

Posted:

Quote:

Posted By DonellJ on 07/19/2016 6:06 AM
Majority of board members want the President Demoted to director.
We are in Florida and the directors voted/appointed this person in, not the community
What a gross error in judgement.

Unable find this statute, did read where a Florida attorney sad this could be done.

The main reason for a 5 member board, is to prevent deadlock. Everyone that has posted to this thread gave solid advice. Well, maybe not the "Gator Bait" theory, but it did make me choke on my coffee this morning, as I busted out laughing. Thanks LarryB13

Most Boards will run with odd numbers, 3, 5, 7 and so on. With a 6 Member Board, 3 say Ya, 3 say Nay, HOA work that gets done, = NO WAY!

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