HOA director recall process

Started by JosephC12 • 11 replies • 715 views

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JosephC12 (Virginia)
Posts: 5

Posted:

Assoc. Bylaws state: "DIRECTOR REMOVAL FROM OFFICE. A Director may be removed from office, with or without cause, but only at a special meeting of the members called for that purpose and only if the number of votes cast to remove the Director constitutes a majority of the votes entitled to be cast, in person or by proxy, at an election of Directors by the membership."

If the number of Assoc. members eligible to vote is 1150 how do I interpret the portion (above) "...only if the number of votes cast to remove the director constitutes a majority of the votes entitled to be cast, in person or by proxy, at an election of Directors by the membership." Does "majority of the votes entitled to be cast..." mean 576 votes are required to recall the director?

Additionally, is the process in Robt's Rules?

RichardP13 (California)
Posts: 3,868

Posted:

Quote:

Posted By JosephC12 on 05/02/2019 3:20 PM
Assoc. Bylaws state: "DIRECTOR REMOVAL FROM OFFICE. A Director may be removed from office, with or without cause, but only at a special meeting of the members called for that purpose and only if the number of votes cast to remove the Director constitutes a majority of the votes entitled to be cast, in person or by proxy, at an election of Directors by the membership."

If the number of Assoc. members eligible to vote is 1150 how do I interpret the portion (above) "...only if the number of votes cast to remove the director constitutes a majority of the votes entitled to be cast, in person or by proxy, at an election of Directors by the membership." Does "majority of the votes entitled to be cast..." mean 576 votes are required to recall the director?

Additionally, is the process in Robt's Rules?

Based on your quote, you need to remove the entire Board.

SueW6 (Michigan)
Posts: 814

Posted:

Joseph,

What do your documents say about elections to the Board? What is the threshold for voting?

That same scenario is needed to remove the director.

Those who vote in, can vote to remove. Same process.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Joseph

As you wrote it, yes it would take 576 owners (in person and/or via Proxy) voting yes to remove a Director. If only 575 vote yes, the Director remains. This assumes the Director was elected by the owners. If the Director was appointed by the BOD, then the BOD might could via a BOD only majority remove the Director.

RichardP13 (California)
Posts: 3,868

Posted:

Folks need to look at what happens IF cumulative voting is allowed. IF it is, then you have to remove the whole board.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

When we transitioned from Declarant to Owners we had a very smooth transition. The appointed BOD asked the Declarant to change some Covenants/Bylaw while he still had the power to do so. Changes were:

1. Annual Meetings: Must be held on or before May 15.
2. Proxies: Proxies are now allowed.
3. Quorum: Changed from 50% to 20%.
4. Cumulative voting not allowed.

CjC
Posts: 210

Posted:

You can not post names of HOA per forum rules

JosephC12 (Virginia)
Posts: 5

Posted:

SubJ: Removal of HOA Director
ISSUE: legal definition of Voting Group
References: Va POA Act and VA Nonstock Corp Act:
Nonstock Corp Act states: § 13.1-860. Removal of directors.
“…B. If a director is elected by a voting group of members, only the members of that voting group may participate in the vote to remove him.”
VA POA Act silent on POA director election/Removal.
If HOA has a membership of 1200 eligible voters N/S Corp Act ref above suggest 601 members must vote for removal. But, voting at annual director elections in our HOA we seldom see more than 180 members voting. Consequently we would have a situation where, for example, 180 members elect but removal of that same director requires 601 member votes. UNLESS…
Question: May “VOTING GROUP” be interpreted to mean that group of members actually participating in the election?
If not how may this inequity be resolved?

SheilaJ1 (South Carolina)
Posts: 291

Posted:

There is no inequity, you need a majority vote, 601. You’re lucky sometimes it’s 2/3 doesn’t matter how many show up to the meeting, you still need 601, perhaps you can find a alternative solution, what is the issue?

JosephC12 (Virginia)
Posts: 5

Posted:

Inequity is it only takes, in the example, 180 votes to elect and 601 votes to recall.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Joseph,

voting group means the members or, in the case of appointments, the board members.

That section specifies clearly that you need a majority of votes entitled to be cast:

C. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, unless the articles of incorporation require a greater vote, a director may be removed if the number of votes cast to remove him constitutes a majority of the votes entitled to be cast at an election of directors of the voting group or voting groups by which the director was elected.

Expecting one vote per lot:

# of lots less the number of lots who had voting privileges suspended divided by 2 + 1 rounded up to the next whole number.

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