rogue board member may be voted off board.

This is an unusual year for my Association. Although I am no longer on the Board, I am on the nominating committee. We have 6 people who may be willing to put their name on the ballot for Board member at the annual meeting. The reason we have so many is that many people want the rogue Board member off the Board. I told him to his face today that I did not think he was a good Board Member. He just said he thought he was a good Board member.

I heard from a Board member who was on with me before I resigned due to my cancer diagnosis, this rogue Board member told people I was upset because people were not going to me. When in fact, I was upset because people were coming to me.

What he doesn't know is how many people what him off the Board including the other Board Members. The President did tell me that if he did get elected to the Board again that she was going to have the Board vote him off. She told me once that she could not find the provision in our documents for the board voting a member off. I told her maybe I was mistaken but I thought it was in the documents. She went over the documents and found the provision for the Board voting a member off.

So what this rogue Board member does not know is that one way or another he is off the Board.

I, like george, Bonnie, want to see the words that say a director can be voted off the board if elected by the owners. Be sure, as George mentions to notice that the Board portably can vote him out of the position of VP.

The next thing is: Is this rogue directors slated for reelection? In other words, is his term up according to your bylaws?

If a BOD Member was voted on to the BOD by the BOD to fill a vacancy then the BOD can vote to remove him.

A BOD elects its own Officers. The BOD can also call for a new BOD Officers election at any time. This is how most BOD remove an Officer but that removed Officer is still on the BOD. Many confuse this.

If a BOD Member was elected in an owners election, only the owners can remove him via a recall election.

YMMV

What is the reason for their removal? Because you thought they said something they shouldn't have?

And others want to volunteer just to keep this person off the board but they don't want to run for the board to solve community issues?, curious what did this person do that was that bad?

Bonnie

If you are after the one rogue member you could aid him in winning an election if you have to many people running for the open positions. This could cause votes to be spilt. Best only that people run for open slots, including his.

Let us assume a BOD of 5 and 3 positions are up for election including Mr. Rouge. If 4 run for the 3 positions there is a better chance of beating Mr. Rogue then if say 5-6, including Mr. Rogue, run for the 3 positions.

JohnC makes a good point Bonnie. How many openings on the board are there?

You know, George? Bonnie wrote she got off the board some time ago due to serious health problems and hasn't really studied her documents since. Why not just accept her reasons, and be a bit more charitable to those who don't study their docs the way you & I do?

Thank you Kerry. My serious health issue was ovarian cancer. I was diagnosed in Nov 2016 with stage 3C but stayed on the Board until the annual meeting February 2017. I resigned at the annual meeting. Without going into detail it was not easy. I got off my sick bed to get the documents including all the resolutions printed to be passed out to the new Board members. I do at times still study the documents I just don't study them as much as I did when I was President.

In 2016 at the annual meeting we passed some amendments to our By-Laws so that the By-laws could be more in line with the NE condominium laws for Associations established after Jan 1984. During the time I was preparing for this annual meeting I not only studied our documents but also studied the state condominium laws. This took hours of work. But I had good Board members who helped me and did not fight against me. I believe that is the reason people thought I was a good President. It was that I had good Board members who actually did their job unlike the current rogue Board Member.

I still have highs and lows regarding my health. As I mentioned earlier, if it weren't from not knowing how I would feel from one day to the next, I would put my name on the ballot. Last Friday when I got home form work, I had to lie down most of the evening. I didn't need any one coming to my door with problems. But since I have had many people tell me they thought I was a good President, I am afraid I might be voted back on the Board. And especially since cancer has a nasty habit of returning there is no way I want to be on the board and have cancer return.

Sorry about the rant. Just some background information.

So, Bonnie, how many openings are there on your Board for this election? How many are on your Board total?

It is definitely not because I thought he said something he shouldn't have. Earlier this year he put a note in every one's box except the President's and the Member-at-Large inviting them to a Very Important Board Meeting. The meeting was that evening. Calling owners to a meeting like this is against our documents. Our document describe exactly how members are to be called to a meeting. Without going into detail this was just an "attack the President" meeting. There was a problem with his family appearing to disobey one of the rules in our Master Deed. He was on one end of the room and his wife was on the other end of the room and all they did was bad mouth the President. The Board was going to discuss this issue in a closed meeting to make a decision.

It is quite obvious that he does not do much actual work for the Board. He has made decisions (that were not of an emergency nature) without consulting the other Board Members. I asked the President about something that was done in our building and she knew nothing about it.

The year he was first elected to the Board - Board members who had been on the Board when I was President came to me complaining that he was not actual working. He was President for a couple of years. I stood up for him because I know that a President does much work behind the scenes. But since then I have noticed what a difficult time other Board Members have with him.

He was chair of the nominating committee. I think I mentioned earlier that the current President asked him to give a preliminary report of the nominating committee and he just passed around a notice two hours before the meeting stating that he and the secretary would both be willing to serve again and that a person could self-nominate for the Board. He had not even asked the Secretary if he would be willing to serve again. Also he put this note in everyone's box even renters who are not qualified to be on the Board but did not mail to any owners. Then the President gave him another week to give her a preliminary report. He never called a meeting of the nominating committee so the President took him off as chairman and called a meeting of the nominating committee.

He is great at getting on other people especially property management if he doesn't think a job is done soon enough.

He is in charge of helping us with our newspapers. We have a locked box the carrier puts everyone's paper in. Frequently we are missing one or more papers and he has not gotten a list of the people who have subscribed to the paper so that we can review the cameras to verify everyone that has a key and opens the box actually has a paper subscription. The person in charge of the papers before him was able to get a list of everyone in our building who had a paper subscription.

He thought we should help the owner's husband who wanted us to review camera footage prior to the time his tires were stolen. The man who had his tires stolen did see the footage of when his tires were stolen. I could go on and on.

Even though I am no longer on the Board, I do go to many Board meetings and I know what happens at open Board meeting.

The President is a lawyer she definitely knowd how a meeting should be run. In addition our Master Deeds lists the agenda for the annual meeting. We have a property management company that does not have an office on our premises. We pay the property management company a flat monthly fee in addition to any maintenacne they do for our property. We have a schedule of charges for maintenance work. The maintenance fee might have changed since I resigned from the Board in 2017.

Although we are an over 55 community many owners are still working full time.

We send all official notices to all owners.

Also the President has told me that she plans on asking each candidate at the annual meeting why they want to be on the Board. Some of the people we have nominated may not allow their names to be on the ballot. We will have another meeting Saturday to determine exactly who will be on the ballot.

From counting people I know do not want this rogue Board Member be re-elected to the Board, I figure we have about 25% to 30% of the owners that will not vote for him. We usually have about 66% attending the annual meeting either in person or by proxy. This rogue Board Member shot himself in the foot by calling the "attack the President meeting earlier this year." Good Board member were ready to resign after that meeting. Basically this man called a meeting to attack himself since he was and is a Board Member.

The President has said the two people with the most percentage of votes will be on the ballot. There is nothing in our documents that would prevent us from determining the winners this way.

I did a little research and according to our documents a director can be voted off the Board my a vote of a majority of the directors. So it looks like one way or another our rogue Board member will be off the Board next year. I know at least 3 and may all 4 other directors do not want him on the Board.

When we had a nominating committee meeting called by the President last week I told him to his face that I could not in good conscious nominate him to be on the Board. I did tell him that either he did not know the rules or knew and didn't care. I did not tell him how many other people feel the same way I do. I just spoke for my self.
One of is responses was that he thought he was a good Board member. Then he said he didn't think I was a good President. Just the opposite of what he told me when I was President. A few days later he came and apologized to me for speaking roughly to me. I told him it didn't bother me but I accepted his apology. I should have told him who really deserves an apology is our current President. But I think in his mind he was being "a good Board member" when he called the attack the President meeting.

Next year the chair of the nominating committee will not be someone who is up for re-election.

Bonnie

A Nominating Committee's job is to verify a person is qualified to run for the BOD. It's job is not to stop someone from running if they are qualified, like them or not. You are trying to use the committee for a purpose it was not intended to be used for.

With Sheila, please post the exact wording that says the board may remove a director from the board. It's in your bylaws, right, Bonnie?

No matter what happens this rogue Board member will definitely not be an officer next year. One of the Board Members mentioned having him be the Secretary so that the members could see he is not working much at all. But she then decided that wouldn't work nor could he be the treasurer. If he is not voted off the Board by the members he will be the Member-at-Large on the board.

Bonnie ,

Getting the language posted here is key to us understanding ....doesn’t take much and you can just retype that part relating.

Another question - Do your Bylaws discuss the concept of a Member at Large?

OK - so, the Board cannot remove the Director you spoke of earlier.

You cannot amend bylaws to remove member-voted in directors.

Yes you can, if the bylaw amendment provisions do not prohibit such an amendment.

It requires a supermajority of our owners to amend this part of our documents. I think I will mention this to our current President. I know that a majority of the Board do not want this man as a Board member.

Please stop spreading this type of bad advice on this forum.

The bylaws can state whatever the reasons for removal are but you still need a member vote to remove.

If you get a super-majority vote to amend the CCR's to remove then you would still need a super majority vote to remove a director according to your state's law.

Getting back to the topic, I'm sorry Bonnie, I would not vote for you or any nominee that lacks understanding as you do especially not someone who just has a negative opinion of someone. Where there is one disliked director, another is right around the corner. Instead try to work with what you got.

I have seen nothing that is enough for keeping someone off the board for the reasons you have stated. Please stop wasting your energy on someone that does not match your work ethic.

To add:

If the bylaws are where director and officer qualification provisions are included, then you can amend bylaws to change those qualifications, as set forth in the bylaws. You can certainly add a "cause" removal provision into the bylaws. You just have to amend the bylaws according to the provision in the bylaws that states how the bylaws can be amended.

As in the case in this thread, owner approval is required for such a change, so the board can't do that unilaterally. So my point above is moot.

But in my HOA, the bylaws can be amended by the board OR the owners, each by a supermajority. So the board can change the bylaws, including to change director and officer qualification and removal provisions. If we owners don't like it, we can just amend the bylaws ourselves (and even amend the amendment provision to prohibit the board from changing the bylaws unilaterally).

Sheila, I recommend that you do some more research about bylaws and governing documents before giving advice such as you did.

Two more points, SheilaJ1:

Let's say a popular board member is embezzling funds from the HOA. That's certainly "cause".

If only owners can remove board members, then you really think it's a good idea to have to have an election and hope that the popular board member will lose the election, or otherwise be removed by an owner vote (which typically requires preparation and distribution of documents and a waiting period)? Shouldn't a popular board member who is embezzling funds be able to be removed by other board members, without having to wait for a vote, once it's been found that s/he is embezzling funds?

What's best for a HOA, SheilaJ1- my way (which is a common way) or yours?

I also checked by own HOA's bylaws. They can be amended by the board or owners, as stated above. They also state:

"No director then sitting on the Board of Directors may be removed (other than for cause, in which case such director may be removed by the vote or consent of a majority of the other directors then sitting on the Board of Directors) except pursuant to Section 3" (which describes owner votes.

So my HOA's bylaws don't require an owner vote to remove directors. Directors can remove directors for cause in my HOA. That's best practice.

Your digging yourself deeper, doesn't matter if the director was embezzling funds, the removal process must be followed which as Bonnie has stated requires a super-majority vote.

I'm glad your not our HOA's lawyer, you can't even understand even though something is "best" doesn't mean you can legally do it. Please leave this forum or stop spreading bad advice.

Your bylaws talk about a appointed board member not a voted-in by membership board member. I would check your state laws, if the HOA is incorporated, you can only remove a director with a super-majority vote.

Your statement is false.

My bylaws state, as posted above (again, please learn to read):

"No director then sitting on the Board of Directors"

Being subject to removal for cause by other directors applies to a "director then sitting on the Board of Directors". My bylaws do not distinguish between appointed and elected directors.

Again, please learn to read! That's not too much to ask. And please stop giving advice about HOAs generally that is contradicted by many HOAs. Please!

Sheila, you keep making false statements and keep trying to somehow use your own false and idiotic statements to attack others.

My HOA allows criminal directors to be removed by the board, no matter how they originally joined the board. You got that wrong.

Now you're saying, "your bylaws don't distinguish between appointed and elected".

Have you read my bylaws in their entirety? No. They actually have detailed provisions about the board appointing directors, and detailed provisions about electing directors by HOA member vote. So do most HOA bylaws. So your statement is false.

Your statement below is also false:


That is false. In NY, if bylaws and other governing documents allow a director to be removed by the board, the director can be. That's how NY law works, and that's how the governing documents of my HOA work.

Stop making false statements!