Members' Removal of a Board member in Texas

Started by JohnH73 • 5 replies • 960 views

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JohnH73 (Texas)
Posts: 4

Posted:

When a Petition of Members is signed by 60 Members of a Homeowners Association in Texas, to call a Special Meeting of Members to remove a member of the Association's Board of Directors, what is the required procedure to properly conduct the Special Meeting of the Directors? If the Agenda of the Special Meeting of the Members of the Association listing the sole purpose of the meeting to be to "Remove a particular person as a member of the Association's Board of Directors" was mailed to all the Members along with a Voting Ballot and a Proxy form, can the President of the Association immediately call for a Vote and a count of the Vote, or must a motion and second be made, and Members be allowed to discuss prior to a vote?

AugustinD
Posts: 5,144

Posted:

-- I see nothing in Texas HOA statutes or Texas corporate statutes on the point.
-- I presume your Bylaws say nothing on the point.
-- Do your Bylaws say a director may be removed with or without cause?
-- Robert's Rules indicates that nothing should be published listing any charges against the director, as there is a risk of slander. See Rule 72 at http://www.rulesonline.com/rror-13.htm

After a motion is made and seconded, discussion is supposed to ensue. The Robert's Rule makes me think that, if a motion is used at the meeting, the risk of slander is present.

If a director may be removed, "without cause," then I suggest the President of the HOA immediately call for a vote. No motion. No discussion.

JohnH73 (Texas)
Posts: 4

Posted:

Thank you AugustinD for your response. Very helpful. John

JohnC46 (South Carolina)
Posts: 14,265

Posted:

John

Typically a Special Meeting is for the stated reason. In your case: Removal of John Doe From the BOD.

President calls the meeting to order.

President says this Special Meeting has been called to vote on Removal of John Doe From the BOD.

President says let the voting on the Motion begin.

Votes are counted. There are or there are not enough votes to remove him

Meeting adjourned.

No chit chat, no additional motions, no discussion, no nothing.

KerryL1 (California)
Posts: 14,550

Posted:

Your seem pretty knowledgeable, JohnH. If not in TX statues, where did you get your info? Do your bylaws say nothing about this topic?

Btw, How many votes are needed to remove this director? How do you give notice of this special meeting of the members? Who provides this notice?

TimB4 (Tennessee)
Posts: 21,059

Posted:

John,

I disagree with your procedure.

The Director should have an opportunity to defend themselves. Therefore, a discussion session should occur.
Additionally, this is a general membership meeting and approval of the previous general membership meeting minutes should occur (just as approval of this special general membership meeting would occur at the next scheduled membership meeting).

Meeting is called to order

Notation of quorum is made (if no quorum, no vote)

Approval of previous general membership meeting minutes is done.

President says that the meeting is called for the purpose of recalling John Doe.

President offers x time (5 min. perhaps) for statement and questions of those in favor (typically the person/s who organized the petition).

President offers same amount of time for John Doe to make a statement if they desire.

President calls for a vote

Results of the vote are announced.

Meeting adjourned.

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