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StanleyH2 (Florida)
Posts: 1
Posted:
Board President playing with his own rule book. Denied placing Treasurer's items on agenda two meetings in a row. Called two members and said that "made a quorum" so he took action that involved Association funds.

Davis-Stirling Law Corp. said denying items to be placed on the Agenda, from Directors is, by itself, grounds for recall.

Boar officers are appointed by themselves after being elected by the members.

Can the Board simply vote to replace him with the Vice President?

All info I can find refers to recalling Directors or removing Directors from the Board.

thank you
StanleyH2

JohnC46 (South Carolina)
Posts: 14,265
Posted:
Stanley

Typically members of the BOD can call for an Election of Officers whenever they want. Check your Bylaws on this. A BOD Member would have to make a motion for an election, it would need a 2ND, followed by a discussion, then a vote. If passed, an election would be held. Do not be so sure it would go the way you want.

A BOD can also censure a BOD Member but again it would require a motion, a 2nd, a discussion, a vote.

If the President was elected to the BOD, they could be recalled by an owner vote. This would remove them from the BOD entirely.
MelissaP1 (Alabama)
Posts: 13,836
Posted:
The Vice-President doesn't have to be the one to take their place. It can be any elected board member to take the place. Vice-President position is it's own position/responsibilities.

Former HOA President
TimB4 (Tennessee)
Posts: 21,062
Posted:
Quote:
Posted By StanleyH2 on 01/22/2017 8:30 AM

Can the Board simply vote to replace him with the Vice President?
StanleyH2

Yes.

The Board appoints Officers and can remove Officers.
The individual will still be a Director and still have a vote, but he will be removed as President.

Recalling him for the Director position will take more effort as it requires a special meeting of the membership and a membership vote.
TimB4 (Tennessee)
Posts: 21,062
Posted:
Quote:
Posted By StanleyH2 on 01/22/2017 8:30 AM

Davis-Stirling Law Corp. said denying items to be placed on the Agenda, from Directors is, by itself, grounds for recall.


Davis-Stirling web site certainly has good info. However, it is specific to California and based on California Statutes.

Therefore, make sure you verify that the advice offered on that site is applicable to your State by reviewing your governing documents and applicable State statutes (laws).
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By StanleyH2 on 01/22/2017 8:30 AM

Davis-Stirling Law Corp. said denying items to be placed on the Agenda, from Directors is, by itself, grounds for recall.

Board officers are appointed by themselves after being elected by the members.

Can the Board simply vote to replace him with the Vice President?

The short answer is yes.

What Bylaws typically say is that, first, directors are elected by the members. Second, the newly-elected directors pick a President, VP, Treasurer and Secretary. If this is the case with your Florida Byaws, then yes, the Board may remove the President, though it's prudent to give the President some kind of due process. Especially if said President is the litigatious type. This was the advice of the HOA attorney at my last HOA. The HOA attorney had the board call a meeting, giving proper notice to members, and have a hearing. One "complainant" (a director) stated the "charges." Then the VP gave the accused a chance to defend him or herself. The agenda would state something vague like "Hearing on suitability of officer." After both sides have been heard, the rest of the Board votes on the accused's removal as President. Robert's Rules has good guidance. Because the accused is the President (simultaneously a director), he has to forfeit being in charge of calling the meeting, setting the meeting, and so on.

The Davis-Stirling Act is a California statute. It does not apply in other states.
DouglasK1 (Florida)
Posts: 2,046
Posted:
Quote:
Posted By StanleyH2 on 01/22/2017 8:30 AM
Board President playing with his own rule book. Denied placing Treasurer's items on agenda two meetings in a row. Called two members and said that "made a quorum" so he took action that involved Association funds.

Note that this also violates Florida meeting notice requirements.

Quote:
Posted By StanleyH2 on 01/22/2017 8:30 AM
Davis-Stirling Law Corp. said denying items to be placed on the Agenda, from Directors is, by itself, grounds for recall.

As others have mentioned, Davis-Stirling doesn't apply, but the board doesn't need grounds to replace an officer, just a majority vote at a properly called meeting with a quorum of board members. Also as already mentioned, the board can't remove a director elected by the members without cause. Depending on your bylaws and CCRs, there might be some grounds for removal depending on circumstances. In my HOA, a board member can be removed after missing 3 consecutive board meetings.

While Davis-Stirling does have some good info that is useful for people in all states, the reference you really want is Florida Statute 720 (for HOAs) or 718 (for Condo associations). FS 617 (non profit corporations) also applies.

Escaped former treasurer and director of a self managed association.
GenoS (Florida)
Posts: 4,276
Posted:
All of the above answers are good, StanleyH2. Typically your Bylaws will say how officers are elected. Our bylaws, for instance, say that officers may be removed or replaced at the pleasure of the Board of Directors. I think that's a fairly standard way of doing things. The board could, if it wanted, elect a new president every month if it wanted. Not that doing that is a good idea, but in dire circumstances it could be done.

Davis-Stirling is a good resource, but while Florida HOA law and California association law are similar in many respects, there are differences that are potentially significant. I visit the Davis-Stirling website a lot, mostly to get an understaqnding of issues and the language and terminology used. Then I do an internet search for similar phrases or concepts that are specific to Florida. A good deal of the time you'll find that the way Davis-Stirling lays things out for California is pretty much exactly the same way it works in Florida. But not always.

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