Removal/Appointments...

Started by Jadedone4 • 5 replies • 1266 views

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Jadedone4 (Virginia)
Posts: 495

Posted:

Quick question...

Board = 5 members, quorum = 3 to conduct business.

Three have missed the last three meetings of board, and can be removed according to by-laws.

How do you go about this, if you cannot "open" a valid meeting for lack of quorum?

Also, once a member is removed... do appointments come from audience at meeting, or from general membership (i.e. does the board "nominate" a person to fill unexpired term, and the person accepts, then board votes on whether or not to add)?

DavidR5
Posts: 99

Posted:

Your docs should cover removal procedures as well as the procedure for replacing removed or resigned board members. In my Association, the board can appoint whoever they want to serve when a board member resigns. If removed by an Association vote, the removal procedure can replace with a specific person. In your case I don't know what the procedure would be to initiate removal, but I'd assume it would be similar to a resignation. Seems like a forced resignation due to conduct sort of thing.

RogerB (Colorado)
Posts: 5,067

Posted:

Jaded, if your By-laws state "they are AUTOMATICALLY removed" then there are only two Board members left. Otherwise, you need a quorum and are stuck until such time as you can get at least 3 to attend a Board meeting or change the By-laws at a members meeting.

HaroldS1 (Arizona)
Posts: 314

Posted:

Roger - by "stuck" do you mean the remaining two cannot do anything and the association in effect has no board? No association business can be conducted? That's ridiculous - they need to go into receivership? Can't any member petition for a special meeting to elect at least one board member if not three? Does a special meeting require a quorum of the board or just a quorum of the members? Harold

DavidR5
Posts: 99

Posted:

Your docs should outline this case. Usually you can assign a receiver to manage the HOA until it is resolved.

RogerB (Colorado)
Posts: 5,067

Posted:

Harold, By-laws usually allow a special meeting to be called by the President, the Board (sometimes by only 2 Board members) or by a percentage (20?) of the members(petition). A quorum at a special members meeting is of the members; no Board member even needs to be present. At a duly called special meeting the 3 board members could be removed or the By-laws could be amended to add a Board member shall be AUTOMATICALLY REMOVED from the Board if they fail to attend 3 consecutive Board meetings or 3 Board meetings in any 12 consecutive months.

I think Jaded understands what I meant by stuck. Just intuit the frustration expressed in his post. They are stuck because currently they have 5 Board members and can not hold a Board meeting because 3 Board members have not attend the past three scheduled Board meetings. Without a quorum of at least 3 they can not hold a meeting. Without a meeting they can not conduct business. STUCK

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