effort to remove director

Did you ask this same question a few weeks ago, JR? If so, can you sum up the replies?

She cannot call a meeting to choose between current elected directors. Therefore, is she calling a meeting to remove and replace a director?

I do not see much you can do if she has enough votes. Even though owners do not live on the property they still have votes that can be cast. Have you and others contacted the off site owners yourselves? Potentially they are believing one side of a story because they do not know the other side. It is an option to cut her off at the pass. However, your side of the story needs to be better than the other party and helps if you have lots of proof you can provide.

Replacing is definately required. Both of the current Directors were elected by the membership and your cannot totally disregard what they have put into place without their vote. Is your HOA a Condo or Single Family homes? If you look at this state statute it states: https://www.oregonlaws.org/ors/94.640

(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 (Meetings of lot owners).
(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.

When this type action is taken the HOA must follow their governing documents and state law. For example if proper notice of the meeting is not given meeting both your CCR's and State Law then the meeting can possibly be deemed illegal.

You need to read you documents and applicable state law (Condo or HOA) and know your rights.

If you know who all these uninformed, apathetic offsite owners are who have given a proxy to this Board Member, you could reach out to them and provide necessary information to ensure they are informed about what is going on. Suggest that they do 1 of 2 things:

(1) cancel/nullify the existing proxy (if this is possible) that is held by this Board Member.
(2) sign a new proxy to you or someone else that supersedes the one held by the Board Member.

Either option will take some effort at informing the offsite member as to the reality of what is going on as well as obtain their buy-in to the situation and your ultimate goal.

You could also build buy-in among on-site owners and get them on your "side" to counter any votes from the other "side".

That provision is placed in some documents because sometimes due to apathy it is difficult in some instances to obtain quorums. Per your statement:

"The other section which allows, absent a quorum, the meeting to adjourn and reconvene with 1/4 of the eligible voters present (we have 60 members) to form a quorum, will allow the needed votes for this president to "win" removal of the other director. "

If you want to post the exact verbiage we can take a look at it. I would be curious about what you stated that I have in bold above and exactly how it is stated in your docs.

Also, does your documents have a section discussing recalling a director?

At any annual or special meeting of the unit owners duly called, at which a quorum is present, any one or more of the directors may be removed with or without cause by a majority vote of the unit owners present at such meeting. A successor may then, or at any other annual or special meeting of unit owners, be elected to fill the vacancy thus created for the remainder of the term vacated.

As noted in statutes above ... if the director is removed unless replaced immediately if you fall under this section it states:

(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.

That could potentially override the bold statement above in your documents.

the way I understand this is that the director who is recalled REMAINS a director until a replacement is made. Our governing documents allow for a replacement director to happen at a future meeting than the one where someone is recalled.

So in real life, the director the president assumes will be gone following the recall would actually remain a director until someone stepped forward to take his place. Which, in the case no one stepped forward or was appointed (a real possibility in our case) would mean status quo to before the recall. right?

agreed..

That is the way I read it ...