Removing Directors

Depends on exactly what your Bylaws state.

Can it be done at the annual meeting? Yes, providing it's on the agenda and notice requirements are met.
The way to get it on the agenda is to petition the Board for a meeting of the membership to recall xyz director.

Keep in mind, as I emphasized in your statement, a majority of the members is not the same as a majority of votes cast or a majority of members in attendance at a meeting. It is truly 50% plus 1 (or 50% rounded up) of the membership.

Therefore, if you have 200 lots, you would need 101 votes to remove a Director.

If you have 175 lots, you would need 88 votes (175 divided by 2 rounded up = simple majority)

Or say there are 75 members present, then would need 38 assents -- correct?

Having a quorum only allows business to be conducted.

The number of votes required will depend on the number of members who show up and have voting privileges or the total membership (depending on what how the phrase is interpreted).

So should our bylaws be written differently so there's no room for different interpretations?

What do your bylaws state?

Does this section on quorums make a difference in the interpretation?

Section 4 - Quorum
"The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the articles of incorporation, the declaration, or these by-laws, if, however, such quorum shall not be present or represented at any meeting. The members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.'

Here's what my community Bylaws state

"REMOVAL OF OFFICER OR DIRECTOR FROM OFFICE

An Officer or Director may be recalled or removed from office with or without cause by a majority of the total voting interest present and entitled to cast votes at a special meeting of the members called for that purpose."

Our community has 267 homes. If 20 people attend the special meeting and 15 vote in favor removal. The removal stands?

Last year we wanted to change our Quorum requirements from 50% to 20% to be able to conduct association business. We had to explain over and over and over that this did not change the % needed for other things like changing Covenants, Bylaws, removing a Director, etc.

No matter how we explained (it did pass), to this day some of our owners think that if we have a Quorum, the 20% can change the Covenants, Bylaws, etc. Wrongo folks. If it took say 2/3rds of all owners to approve a Covenant change before, it still takes 2/3rds to approve regardless of the 20% forum requirement.

We*

Read "The presence AT the meeting of members entitled to cast"

The way I understand this: a member must be at the meeting in order to vote; therefore, it cannot be the whole membership

Your bylaws are clear that members must present to cast a vote. However, what are your quorum requirements?

Our bylaw address these issues in different sections is the cause of my confusion:

Article V - Board of Directors; Election; term of Office
*Section 2 Election - ... "at each annual meeting ..."
*Section 3 Removal of Directors - doesn't mention which meeting (annual or special)

Article X Meetings of Members
*Section 1 Annual Meetings
*Section 2 Special Meetings
*Section 4 Quorum - 10% except as otherwise provided, for example:

Amend Declaration - 75% (actually 67% thru CCIOA) of lot owners (345) signing an instrument. 232 required to pass
Amend Articles -----75% of the entire membership .............................................259 required to pass
Amend Bylaws ------- majority of a quorum of members present in person or by proxy ........... # present x 51%

Since the directors are elected at the annual meeting, it seems logical that they could be removed from there also.
However, if the membership didn't want to wait for the annual meeting, they could call for a special meeting to do it sooner.
* In our case, the special meeting would require a written by 20% of the members who are entitled to vote of ALL the votes (69)

Big job for us to get 69 signatures - seems easier and quicker to tack on to the annual meeting - 3rd week of October

As long as it's on the agenda, it can be done at the annual or at a special meeting (as notice requirements need to be met).

To get the issue on the agenda, you gather signatures for a meeting of the membership for the purpose of removing xyz director(s).

This was stated in my first post on this thread

The members may not vote on anything at any meeting unless the entire membership receives proper notice that the vote is to be taken at a specific meeting (annual or special).

To give proper notice, the Board needs to have it on the agenda (which is set prior to the notice being sent out).

The membership gets a recall on the agenda by petitioning the Board for a meeting of the membership to recall Director xyz.

Once the petition is received, if it's close enough to the annual meeting, the Board can place the issue on the agenda and provide proper notice to the membership of the vote that is to take place and the time and place of the meeting.

If the notice for the annual meeting has already been sent, or the meeting is several months away, the Board would call a special meeting of the membership for the specific purpose identified in the petition.

Let me try to be more specific;

Our annual meeting isn't until the 3rd week of October. Since there is time, can we petition for a recall to be held at this annual meeting without having the required signatures that are required for a special meeting?

Linda,

I cannot advise you on Colorado law, but found this link that may prove somewhat helpful (even though it is addressed to existing Boards):

http://www.hindmansanchez.com/resources/article/tips-board-facing-recall/

Good luck!

James - Thanks for the link.
Even thought meant for the board, it would be very helpful for those wanting the recall to know too.

Tim - Thanks again

My confusion was our bylaws stating you need 20% of members' signatures ONLY to request a SPECIAL meeting - for whatever reason.
And I thought that if you didn't need/want a "special" meeting it could just be put on the agenda of the ANNUAL meeting.

Our bylaws weren't specific on this. And CCIOA read about like our bylaws.
..............................................................................................................................
BUT I researched the "Colorado Revised Nonprofit Act" I usually don't go there because CCIOA prevails since it was written especially for homeowners associations.

7-128-108 Removal of Directors
(1)(d) A director elected by voting members may be removed by the voting members only at a meeting called for the purpose of removing that director, ...
(1)(e) An entire board of directors may be removed under paragraphs (a) to (d) of this subsection (1)

AND

7-128-109 Removal of directors by judicial proceedings
(1) A director may be removed by the district court for the county in this state in which the address of the nonprofit corporation's principal office is located ... in a proceeding commenced either by the nonprofit corporation or by voting members holding at least ten percent of the votes entitled to be cast in the election of such director's successor, if the court finds that the director engaged in fraudulent or dishonest conduct or gross abuse of authority of discretion with respect to the nonprofit corporation ...
..................................................................................................................................

1) A special meeting - takes 20% of members' signatures (69)
2) Judical proceduring - takes 10% of members' signatures (35)

Seems easier to do #2 since the board has been dishonest in a number of ways.

Keep in mind that with a membership vote, you don't have to prove anything.

In a court of law, you will need to prove to the court that the Director:

fradulant or dishonest conduct.
See PLEADING AND PROVING ALLEGATIONS OF FRAUD OR DISHONESTY: MULLARKE -v- BROAD: USEFUL LINKS AND GUIDANCE

or

gross abuse of authority or discretion

Keep in mind that as volunteers, Directors may utilize the Business judgment rule defence.

You stated that the issue was compounded by several MC and several Boards. Therefore, proving that the this one or two individuals were more at fault then the entire Board, past boards or the various MCs from whom the Boards took guidance from and prepared the financial reports could be down right impossible.

Tim - there you go again, making sense and providing all those useful links. I think you have magic powers!

In our situation, getting 80 or so signatures seems unreachable.

Most people here don't want to get involved at all and especially don't want to sign something like a recall. Some of them even feel that a bad board is better than none at all.

Maybe back to our original option of filing (or threatening) a complaint with DORA/RE for CAM violations.

I will attempt to read all that information you provided and check with the others too.

Thanks again

267 homes. I'm. It sure what we have 10. I'll look back in the old docs from 40 years ago and see if it's always been. I've never thought of it. For the most part 8 of us are all on the same page and then we have the 2 tagging on bringing nothing to the table. Both stuck on what the board did 20 years ago. Have to constantly remind them we are an all ages community now since 1996

I didn't get a chance to pull the docs but I found out years ago we had a civic board and a matainance board. When it was consolidated to one board they voted on to have 10 instead of 8. Our president does not vote on board matters.