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special meeting called for hostile environment

Started by JR8 • 15 replies • 1522 views

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JR8 (Oregon)
Posts: 25
Posted:
I am a member of a Board (Oregon) where one of the Board members is threatening to call a special meeting to ask the owners to choose between herself and me remaining of the Board. It's accurate that we are not of like mind, but this feels like a draconic approach. The bylaws are silent about this specific circumstance, but do allow a special meeting to be called. She likely would be able (absent a quorum, the meeting can adjourn and require only 1/4 of the members for a quorum) to reach a majority vote given the owners who are likely to attend such a meeting. This is a situation where the other Board member has been on the Board for decades and has curried favor with several owners, many offsite owners, by presenting as a friendly and helpful person.

I'm wondering what my rights are - as a Board member- and as an owner to protect myself.

If this coup actually happens, I would likely pursue seeking counsel to help me bring to light the various issues of conflict of interest and lack of compliance (both federal and under Oregon law). Does anyone have advice on me bringing this intent to the discussion before a meeting is actually called? (with the hope of dissuading the other Board member following through?)
KerryL1 (California)
Posts: 14,550
Posted:
If the Owners elected you, they must vote to recall you. Read your bylaws about recall elections, and state laws about how that works. I believe you'll find there are very specific procedures that must be followed. I think we have one savvy poster from OR, so I hope he checks in.
JR8 (Oregon)
Posts: 25
Posted:
Our bylaws don't mention any specific procedures beyond calling a special meeting (the way this could happen) and how the quorum happens. Oregon law doesn't speak to anything other than that except to allow a director to speak to defend him/herself.
JanetB2 (Colorado)
Posts: 4,219
Posted:

If you are an HOA I found this in your statutes: https://www.oregonlegislature.gov/bills_laws/ors/ors094.html

94.640 Association board of directors; powers and duties; removal of director; meetings; executive sessions. (1) The board of directors of an association may act on behalf of the association except as limited by the declaration and the bylaws. In the performance of their duties, officers and members of the board of directors are governed by this section and the applicable provisions of ORS 65.357, 65.361, 65.367, 65.369 and 65.377, whether or not the association is incorporated under ORS chapter 65.
(2) Subject to subsection (7) of this section, unless otherwise provided in the bylaws, the board of directors may fill vacancies in its membership for the unexpired portion of any term.
(3) At least annually, the board of directors of an association shall review the insurance coverage of the association.
(4) The board of directors of the association annually shall cause to be filed the necessary income tax returns for the association.
(5) The board of directors of the association may record a statement of association information as provided in ORS 94.667.
(6)(a) Unless otherwise provided in the declaration or bylaws, at a meeting of the owners at which a quorum is present, the owners may remove a director from the board of directors, other than directors appointed by the declarant or individuals who are ex officio directors, with or without cause, by a majority vote of owners who are present and entitled to vote.
(b) Notwithstanding contrary provisions in the declaration or bylaws:
(A) Before a vote to remove a director, owners must give the director whose removal has been proposed an opportunity to be heard at the meeting.
(B) The owners must vote on the removal of each director whose removal is proposed as a separate question.
(C) Removal of a director by owners is effective only if the matter of removal was an item on the agenda and was stated in the notice of the meeting if notice is required under ORS 94.650.
(c) A director who is removed by the owners remains a director until a successor is elected by the owners or the vacancy is filled as provided in subsection (7) of this section.
(7) Unless the declaration or bylaws specifically prescribe a different procedure for filling a vacancy created by the removal of a director by owners, the owners shall fill a vacancy created by the removal of a director by the owners at a meeting of owners. The notice of the meeting must state that filling a vacancy is an item on the agenda.

What I find interesting is the way I personally read (6)(a) above is removal is by majority of owners "present" vs a percentage of all owners as long as the Declaration or Bylaws do not state otherwise. If her buddies are mainly off site owners, then she would have possible less chance. Keep in mind sometimes people will make threats of that nature to entice others to back down and allow them to have their way. You were elected by the membership to the Board and you need to do what you believe is right and correct and not let others bully to into their point of view.

TimB4 (Tennessee)
Posts: 21,059
Posted:
JR,

In my opinion, that special meeting would be a recall attempt.
You would have a right to make a statement, just as the other individual would have that right.
There would be a Q&A session.
There would be a vote (providing quorum was met).

Yes, I agree with you it seems to be a draconic approach.
If I were part of your membership, I would lobby the members present to remove both of you for being unable to work things out.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By TimB4 on 02/20/2017 3:16 AM
If I were part of your membership, I would lobby the members present to remove both of you for being unable to work things out.

JR8 appears to me to be willing to work things out. Fact is, JR8 won legal election. Unless JR8 is violating some part of governing documents or state law, then the board should have its votes, all should agreeably disagree via dissenting votes as needed, and move to the next topic and motion. JR8, are people spending too much time discussing issues? If so, typically the President can impose time limits for discussion, then move to a vote on a motion.

To me, it sounds like the long-entrenched director is the one squandering HOA time and resources on a special meeting and recall election.
AugustinD
Posts: 5,144
Posted:
JR8, to go to the substance of your question: If the special meeting happens, your option is to once again get the vote out for yourself. Else I do not see anything unlawful here. Longstanding board members pull this stuff all the time. The key is to recognize that, unfortunately, as incompetent as such individuals may be, they repeatedly are legally elected into office. The problem is not this director gathering her supporters. The problem is the apathy of the members. Said apathy unfortunately to me has to be translated to the bulk of the membership saying, "The longstanding board member continuing to do what she does is fine with me." You did well getting yourself elected. But you are in one of those situations where this longstanding board member is seeking to put a knife in your back at every opportunity. Watch your back constantly. Just vote, and try to rally the troops again at the next election to throw the people you feel are incompetent off the board. Sometimes it takes a few years. Plan B: If things are so bad, consider moving. These situations cost a person too much time and happiness.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
JR8

My understanding is she cannot call a Special Meeting for owners to decide between you and her. remaining on the BOD. I have never heard of such a thing. I believe she could call for a Special Meeting to recall you and replace you with a named person. As in recall you and replace you with Mary Smith.

My advice is call her bluff. Tell her to feel free to do what she must.
JR8 (Oregon)
Posts: 25
Posted:
I would assume the offsite owner "buddies" could simply appoint a proxy to vote at the special meeting - which proxy would be either the director first named who wishes to remove me, or her friend who would support her. This assumption is based on the fact that those off site owners always send a proxy to one of those people for annual meeting, etc.
KerryL1 (California)
Posts: 14,550
Posted:
How many on the board, JR? How many members in the HOA?
SheliaH (Indiana)
Posts: 6,964
Posted:
Good tips from everyone, but where are the rest of the board members on this? If this board member is causing all this drama, someone (like the president) should have already called her out on it. If no one has the guts to do so, you might want to make a motion to hold an executive session where all of this can be hashed out

The board can’t remove you, but you can make your case and make that person provide SPECIFIC examples where you’ve behaved in such a way that undermines the work or effectiveness of the Association – that’s what should warrant a censure by the board. A mere difference of opinion doesn’t count.

If I were the Board president, I would tell everyone in no uncertain terms everyone on this board is expected to behave in a professional manner – if this board member or anyone else has an issue with a colleague’s performance or lack thereof, ask for an executive session so it can be addressed. Otherwise, there will be no name calling, backstabbing, undermining anyone’s efforts, etc. I would also tell you two to either settle your differences or risk being censured.

If this homeowner wants to call a special meeting, let her – all you can do is make a statement and demand that she prove you’ve behaved inappropriately in your duties as a board member. If she can’t, she won’t get what she wants – this is one instance where the apathy AugustinD mention may actually work in your favor. If she can’t get enough people to sign a petition for the special meeting, it won’t happen. If she doesn’t get enough people to vote you out, you stay.

Whatever you do, watch your back, as AugustinD also suggested. You can't control anyone's behavior, but you can and should continue to serve with integrity and let that person burn herself out (after a while people don't pay attention to cranks.) If it really gets too stressful for you, you can resign, but I definitely wouldn't move if I like my home and community (except for her). I prefer handling this a la an ancient proverb: If you sit by the side of the river long enough, you will see the body of your enemy float by.
If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
JR8 (Oregon)
Posts: 25
Posted:
This director we're talking about IS the president. It's a board of 8 people, 5-6 of the directors are reliant on the president and will not vote against her in any situations. I don't expect any of them to change. They've been on the board for decades. We have 100 units; the bylaws provide for a special meeting having a quorum (which we'd never meet for various reasons) and then the meeting is adjourned and begun again with 1/4 of those present being a quorum. The magic number to win for this board member would be - in my opinion - easy to reach. This president uses board meetings to accuse me of unprofessional behavior, based on my suggesting ideas and options that she disagrees with. She has no concrete reasons to censure me; she just doesn't agree with the things I suggest because they counter her control.
SheliaH (Indiana)
Posts: 6,964
Posted:
If you’re correct that a special meeting would happen because you wouldn’t make quorum, let this woman make her threats – if she really wanted you out, she would have already pursued a special meeting by now. Instead, she may be talking trash in the hopes you’ll get fed up and quit – but you’ve stood your ground and she can’t seem to come up with anything that will make people mad enough to vote you out. I love it when people jump up and down fuming because things aren’t going their way – especially when everyone knows they’re in the wrong (whether anyone says so or not)!

Now you need to decide if you want to stay on this board despite all this drama – if so, keep doing what you can and make your case before the rest of the community. The people who vote make the final decision anyway, so if that means you get voted out, so be it. Sometimes you have to let people fall off a cliff before they see that they really needed a parachute after all.

As for the other directors who don’t seem to want to think for themselves, it may be they’re afraid of her and have been intimidated into sitting down and shutting up. Perhaps your example can be what they’ll need to wake up from their stupor and put this woman in check once and for all. But if it never happens, remember another quote – what people do to you is their karma, how you react is yours. Good luck!
If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
JohnC46 (South Carolina)
Posts: 14,265
Posted:
JR

If 6 of the 8 seem to be against you, you may have to question if your are the only one that is right. Just posting does not make one right.

If you are right, than the best plan is to work to replace 6 of the 8 that disagree with you come election time. That has been done before.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By SheliaH on 02/20/2017 8:39 AM
I prefer handling this a la an ancient proverb: If you sit by the side of the river long enough, you will see the body of your enemy float by.

My HOA buds and I all got a kick out of SheliaH's proverb. One of them emailed back:

"A man with no enemies is a man with no character." -- Paul Newman

KerryL1 (California)
Posts: 14,550
Posted:
8 directors seem like a lot for an HOA 0f 100. Is that nu,her state in your governing documents?

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