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JonathanR1 (Georgia)
Posts: 54
Posted:
Hi all, GA HOA Treasurer here. Our HOA President just declared that one of our board members is no longer on the board without any explanation or word from her. He told our management company to cease providing information to her.

Tonight, he declared a friend of his to be on the board in her place.

I feel like I have a few options: fight to get him removed, file a lawsuit, or just resign and rid myself of this board's stupidity. Any advice here? This guy has no idea how to run a board or even what a democratic process is apparently.

If I filed a lawsuit, where does the management company stand? Can he use their lawyers? Can I? Or are they just going to stay out of this.
MelissaP1 (Alabama)
Posts: 13,836
Posted:
Are you sure you know how it works? No offense. It's just that your board may be able to replace a board member with another member. The election process in many HOA's is that the GENERAL membership elect the Board members. The board members then elect amongst themselves the Officer positions. Some HOA's allow the board to appoint board members if one has resigned, died, or removed. What do your documents say on this?

So what if it's a "friend"? Everyone in a HOA is already neighbors. So as I always say... Sue your HOA you sue yourself and your neighbors. Plus what are you going to sue for? What damages? The court ONLY makes one "Whole".

If you want to make a change, then get a group together who feel the same way. You all then vote the President out of office. Which is most likely your best approach versus anything else.

Former HOA President
JonathanR1 (Georgia)
Posts: 54
Posted:
The board member didn't resign. The President just decided she wasn't on the board anymore and told everyone as such and decided that the new person was on the board. Our bylaws require majority board vote to remove a board member. We have 9 board members, and he said that since 4 people said yes and no one else responded, that person was removed. I didn't vote because I was awaiting a response to "Why is she off the board? Did she resign?"
JonathanR1 (Georgia)
Posts: 54
Posted:
Clarification, he said (and I don't see an email showing any actual votes) that the board member has been removed from the board. He later asked for a vote to add on the new person. 4 out of 9 people voted to add the new person to the board, and he said that's good enough.
MelissaP1 (Alabama)
Posts: 13,836
Posted:
So we do not know if the person quit or sold their home? We just assume removal from the board means they were "fired"? Removal could mean many things. Plus if the person did not resign on their own accord, do you not think they would have said something by now?

Former HOA President
JonathanR1 (Georgia)
Posts: 54
Posted:
Quote:
Posted By MelissaP1 on 03/20/2018 7:02 PM
So we do not know if the person quit or sold their home? We just assume removal from the board means they were "fired"? Removal could mean many things. Plus if the person did not resign on their own accord, do you not think they would have said something by now?

No, she still lives here. He sent some weird email stating "*Board member* has been removed from the board effective immediately until she has a discussion with *Management Company*". After multiple emails, the HOA President still refuses to explain anything about his message. Granted, it is possible that something else happened, but no one has said anything or is willing to say anything. The "removed" board member hasn't been included on emails and may not even know that she has been "removed". I sent out an email to her this evening and am looking to see what happened.

Regardless, 4 out of 9 or even 8 people does not a majority make, and it's pretty explicit in our bylaws that a majority vote is necessary.
JanetB2 (Colorado)
Posts: 4,219
Posted:
Quote:
Posted By JonathanR1 on 03/20/2018 6:24 PM
Hi all, GA HOA Treasurer here. Our HOA President just declared that one of our board members is no longer on the board without any explanation or word from her. He told our management company to cease providing information to her.

Tonight, he declared a friend of his to be on the board in her place.

I feel like I have a few options: fight to get him removed, file a lawsuit, or just resign and rid myself of this board's stupidity. Any advice here? This guy has no idea how to run a board or even what a democratic process is apparently.

If I filed a lawsuit, where does the management company stand? Can he use their lawyers? Can I? Or are they just going to stay out of this.


Sigh ... I really hate such stupidity!!! The BOD is elected by the MEMBERSHIP ... ONLY the MEMBERS can recall or replace any BOD Member. I don’t give a hoot what the President’s beef is but that individual cannot remove and replace and BOD member!!! Potentially the President is violating their Fudiciary Duty and in a lawsuit the HOA insurance will not cover such STUPIDITY.
AugustinD
Posts: 5,144
Posted:
Jonathan, how many board members feel as you do? If it's a majority, why don't they vote to remove the President? (Removing a President is different from removing a director.)
LetA (Nevada)
Posts: 2,679
Posted:
Your docs should state how a board member is elected or removed, usually it takes a board vote to remove an officer. Something sounds hinky.
KerryL1 (California)
Posts: 14,550
Posted:
Jonathan, Augustine, LetA & Janet are on the right track. WHAT do your governing documents say ab out removing board members. this probably is in your Bylaws. You're on the board, so you should be able to read the Bylaws and find out.

Generally, If the director, we'll call her "Kim," was elected by the members (homeowners), only they can vote her off the board in a recall. If she was appointed to, say, fill a vacancy by the Board, your Board can vote her off. I have never heard of the president having the authority to "remove" a board member.

I don't know about GA laws, but in many states, the board should meet in person to vote in a new member. Your Bylaws will say how many votes of the Board are needed to take any action, i.e., to make any decisions. Usually it's a majority.

Can't you rally some other directors to remove the jerk from the office of president?? Can't you and probably just one other director call a special meeting of the Board for the purpose of voting him out??? Again, see your Bylaws.
JonathanR1 (Georgia)
Posts: 54
Posted:
Oh my god, I misread our bylaws. Our bylaws state

"Once the control of the Association passes to the Members as provided in the Declaration, any director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association..."

Not even majority of the board but majority of the development!

Also, our secretary thinks that the board member who was removed may have been removed because she didn't pay her dues yet. However, there's nothing in our bylaws that state that you can't be late on dues to be disqualified from office.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Jon

Typically a BOD member can be removed from the BOD via the way they got on the BOD.

If elected by fellow owners, fellow owners would have to remove (recall) them via a Special Meeting.

If appointed by a BOD vote, the BOD can vote to remove them.

If they miss 3 BOD meetings in a row without notification they will not attend.

If behind in dues, they can be suspended from the BOD until dues are paid in full.

The above can vary depending on ones Bylaws.
JanetB2 (Colorado)
Posts: 4,219
Posted:
Quote:
Posted By JonathanR1 on 03/21/2018 8:54 AM
Oh my god, I misread our bylaws. Our bylaws state

"Once the control of the Association passes to the Members as provided in the Declaration, any director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association..."

Not even majority of the board but majority of the development!

Also, our secretary thinks that the board member who was removed may have been removed because she didn't pay her dues yet. However, there's nothing in our bylaws that state that you can't be late on dues to be disqualified from office.


Again, the Board is elected by the Homeowner’s and only they can remove any Board Member no matter what (with maybe exception of a Court Judge). If the Board between themselves have determined who will be President, Secretary, Treasurer, etc. then the BOD can vote among themselves to replace only those officer positions with another member. BOD members cannot remove other BOD members!
JanetB2 (Colorado)
Posts: 4,219
Posted:
Correction ... as noted above Board can remove a member which they themselves have appointed between elections due to someone resigning.

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