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JenniferG11 (Texas)
Posts: 667
Posted:
I think our BODs feel that an awful lot they think is confidential actually is not. For example, whether a board member was voted off or resigned. The difference matters, because they are not permitted to vote someone off, unless it is for cause, like they committed a felony or disqualified themselves from serving by falling behind on dues, etc.

It seems to always be a secret here unless one can talk to the person directly and then you have to decide whether to believe them. Rumors go around. People say 'I don't know if Bob resigned or was voted off', and everyone I talk to believes that it's proper for the BOD *to* vote people off, including me until a few hours ago. :-) The board always just says there was a change, giving no reason why or how.

This should not be a secret, or else there is no way for members to know whether it was proper. Rogue boards could dispatch with the will of the voters. Conspire to get rid of so and so and get so and so on, so they can run the table (which, I admit, in some circumstances would be ok with ME, depending on who we are talking about :p, but if it isn't proper, it isn't proper).

I don't even think 'removed for cause' is enough, since that doesn't tell us what the cause allegedly was, again, we don't know if it's valid.

GeorgeS21 (Florida)
Posts: 3,808
Posted:
Only attorney privileged meetings are considered restricted, or secret. Rather narrow definition, usually.

Usually, only membership may remove a director. Boards may remove officers. Relates to who elected them.

What do your docs say?
JenniferG11 (Texas)
Posts: 667
Posted:
Quote:
Posted By GeorgeS21 on 07/06/2018 4:43 AM
Only attorney privileged meetings are considered restricted, or secret. Rather narrow definition, usually.

Usually, only membership may remove a director. Boards may remove officers. Relates to who elected them.

What do your docs say?

That only members of the association can remove directors, and only members of the BOD may remove officers.

However, you said 'depends on who elected them'. So you are saying that if a vacancy was legally filled by the BOD, they would then be able to vote that person away?
JenniferG11 (Texas)
Posts: 667
Posted:
Quote:
Posted By GeorgeS21 on 07/06/2018 4:43 AM
Only attorney privileged meetings are considered restricted, or secret. Rather narrow definition, usually.


Some feel that individuals' delinquencies are confidential, with which I agree unless it is a board member or candidate in question, and then IMO we have the right to that information because we have the right to know if a candidate or board member is and remains eligible to serve.
GeorgeS21 (Florida)
Posts: 3,808
Posted:
I would say, no, that the Board was acting on behalf of the membership in filling the vacancy.

Not black and white in that case, though. Mainly because the director would be replacing a director elected by membership. Some board can appoint to fill openings of any kind ...different context, then.

I would still construe it, as that, unless there is other language in the Bylaws.
JenniferG11 (Texas)
Posts: 667
Posted:
Quote:
Posted By GeorgeS21 on 07/06/2018 4:59 AM
I would say, no, that the Board was acting on behalf of the membership in filling the vacancy.

Not black and white in that case, though. Mainly because the director would be replacing a director elected by membership. Some board can appoint to fill openings of any kind ...different context, then.

I would still construe it, as that, unless there is other language in the Bylaws.

There is nothing in them to address how the person came to be a director when it discusses how a director may be removed or replaced. It might be in the Texas Business Organization Act.

The by-laws definitely say they can appoint to fill a vacancy, but they can't cause the vacancy.........
JenniferG11 (Texas)
Posts: 667
Posted:
Quote:
Posted By GeorgeS21 on 07/06/2018 4:59 AM
I would say, no, that the Board was acting on behalf of the membership in filling the vacancy.

Not black and white in that case, though. Mainly because the director would be replacing a director elected by membership. Some board can appoint to fill openings of any kind ...different context, then.

I would still construe it, as that, unless there is other language in the Bylaws.

So the members elect Bob and Bob resigns. Sally is appointed by the board to take Bob's place. your post above seemed to indicate that now Sally serves at the pleasure of the BOD, not the members?
GeorgeS21 (Florida)
Posts: 3,808
Posted:
No. I would argue that since Bob was elected by the membership, and the Board filled his vacancy with Sally, that Sally is, de facto, Bob’s replacement in all ways and that only the membership can replace Sally.
RichardP13 (California)
Posts: 3,868
Posted:
The generally excepted rule is if the Board appointed someone, they have the power to fire them. If the Members voted to elect a Board member, only the Member may recall them, unless they failed to meet certain Director qualifications , such as missing meeting, being a felon, delinquents, which all should in your Bylaws.

If a Board appoints someone, and then they have elected at the next annual meeting, then the Member rule applies.
GenoS (Florida)
Posts: 4,276
Posted:
Depends on the state. In Florida only a majority of homeowners may remove a director from the board regardless of how that director got there (elected or appointed to fill a vacancy). I'm in agreement with everything George said above, with respect to Florida.
KerryL1 (California)
Posts: 14,550
Posted:
If a director resigns, this should certainly be noted in the subsequent board meetings minutes. Something like: "Joe Good resigned from xxx's board of directors effective July 30, 2018. We thank him for his fine service to our community (if true!)."

This way, you'll know how Joe left the Board/why there is a vacancy.

JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By GeorgeS21 on 07/06/2018 6:07 AM
No. I would argue that since Bob was elected by the membership, and the Board filled his vacancy with Sally, that Sally is, de facto, Bob’s replacement in all ways and that only the membership can replace Sally.

I disagree. Yes Sally is Bob's replacement but as the BOD appointed Sally, the BOD can remove her.
KerryL1 (California)
Posts: 14,550
Posted:
I think JohnC is correct, but I don't have time to look it up. Ditto, Richard is correct.

JenniferG11 (Texas)
Posts: 667
Posted:
I think it is the Texas Business Organization Act and TUCA I have to look to if there is a difference for appointees. Our docs don't address anything different for them.
JenniferG11 (Texas)
Posts: 667
Posted:
Quote:
Posted By KerryL1 on 07/06/2018 2:36 PM
If a director resigns, this should certainly be noted in the subsequent board meetings minutes. Something like: "Joe Good resigned from xxx's board of directors effective July 30, 2018. We thank him for his fine service to our community (if true!)."

This way, you'll know how Joe left the Board/why there is a vacancy.


I agree. We didn't have minutes for almost a year.
JenniferG11 (Texas)
Posts: 667
Posted:
Ha. Goggling brought me back here. To another thread regarding Texas HOA:

Quote:
Posted By NigelB on 05/17/2017 7:15 PM

Texas Business Organizations Code - Title 2
Sec. 22.211. REMOVAL OF DIRECTOR. (a) A director of a corporation may be removed from office under any procedure provided by the certificate of formation or bylaws of the corporation.

(b) In the absence of a provision for removal in the certificate of formation or bylaws, a director may be removed from office, with or without cause, by the persons entitled to elect, designate, or appoint the director. If the director was elected to office, removal requires an affirmative vote equal to the vote necessary to elect the director.

Basically, you have to look to your governing documents which should specify the procedure for removing a director - our Bylaws state that a board member may be removed with or without cause by a majority vote of the members of the association. That means that over 50% of the persons eligible to vote in our HOA must agree to the removal.

Seems to send me back to our docs.

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