Stubborn Board Member

Started by AS3 • 3 replies • 1396 views

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AS3 (Maryland)
Posts: 3

Posted:

Our Board of Directors voted to remove the President and installed another President. She has been sited for the following:

Board President fails to address maintenance and financial matters expeditiously

Board President has made decision based on individual purpose or gain

Board President handles issues inappropriately that can place Association at risk for liability

Board President is combative with fellow board members

Board President fails to act on sensitive documents or urgent decisions in a timely manner

Board President routinely discusses confidential Board and homeowner matters with non-Board members

Board President initiates costly calls to HOCA attorney without cause or justification and without Board knowledge

Board President requested RGN to reimburse her for an expense and ignored an outstanding reimbursement of a homeowner

Board President withheld the recommendation from the Association’s attorney regarding a costly lawsuit

Board President failed to relinquish authority or transfer power to act on Board or Community business in her absence

Board President appointed homeowner to chair a committee and disregarded homeowners debt to the Association

She is in constant contact with the management agent and the Associations attorney. We have a quorum to get some work done but she refuses to give up her title & recognize the new president. Also, she has threatened to take legal action regarding the impreachment. The community has to vote her off of the Board and she has another year on the Board. HELP?? Any suggestions?!

RichardD (North Carolina)
Posts: 66

Posted:

AS3 In my condo ass'n your first sentence would be binding and all the action required to remove the pres. Thats because our bylaws details specific instructions for the board or the homeowners to rid themselves of an unwanted director.

You suggest that the homeowners must vote to rid yourself of this president. If this is what your bylaws require, why not call a special meeting to vote this issue. Surely your bylaws spell out a means of calling a special meeting. If the vote is in favor, then notify the MC and anyone else that the x-pres is just that, the x. RichardD

Jadedone4 (Virginia)
Posts: 495

Posted:

AS3, you stated that she was removed from office - assume that was by the other board-members, so there are others. If you have in your documents that a board-member can be removed from the board (without a community vote) for certain actions. Normally I would say to instruct the M/C and attorney not to communicate with her, as she is one member of the board, and they report to the community via the FULL board. However, you and your board need to do some "housecleaning" first. She is ONE vote on the board, and is only allowed as much "power" as you and the other board-members allow her to have. All of the actions taken during her tenure can be undone (with practicality) by the full board - you do not need her permission, and it is the board's fiduciary duty to act on behalf of the community in a responsible manner. You have what appears to be a "bully" and need to handle it accordingly. Threatening to take legal action is a ploy - if the board removed her, aligned with the appropriate procedures of your community's governing documents, let her sue (although there isn't much in the way of preventing her, anyway, right?). Unless you allow her to continue to bully your board some more.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

I agree with Jadedone,
I doubt the Council can replace her as president, they didn't elect her president, the board did.
It seem a direct action could be a help by the Board. Maybe a closed executive session would be proper, vote her out and the VP takes over or elect a new president, and at the same time, the board can call a special meeting to recall of dismiss her from the Board. Announce the action of this executive ssession in the minutes of the meeting, publish them and start the recall process. When she is voted off as president her action or contacts with the association lawyer mean nothing and you all should not pay for them. You could also put a ban on any Board member confering with the attorney without the Board approval. I would not try and address her actions, let that for a later date and remove her on vote, as far as I know, you don't have to give a reason, you didn't give a reason when she was elected president.

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