HOA President Acting w/o Board Members

I am VP of a newly elected Board. The new President is was being outwardly disrespectful to the new Treasurer and causing emotional strife to the Treasurer. I noticed this and sent an email to the Board suggesting we get together "unofficially" to try to clear the air so we could all get along. The President emailed back saying that he agreed, then retracted saying the Board could not meet in the capacity. Then immediately after that he calls a 2 week hiatus from any HOA business being conducted. During this self-imposed hiatus he sent a "President's Message" that never existed until now out to the members. He did not consult the Board about this communication and in his communications made some comments that some of the Board members too issue to. Also during this 2 week hiatus, he has met with the management company and the community manager..all w/o the Board's knowledge. In addition to all of this he is giving his wife little jobs to do, ie, like contacting people, managing a gmail account for the association just to name a few. Our bylaws state that "Upon an affirmative vote of a majority of the members of the Board, any officer may be removed either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or any special meeting of the Board called for such purpose." Does this mean we, the Board, don't have to call a meeting with the members to remove the President?

I really would appreciate any legal advise on this matter,...but all advise is welcome.

Thank you

What Tim said. Also, if you want legal advice, go to an attorney - most of us aren't attorneys and what may be true in one state may not be in another.

You'll probably need an executive session to hash this out - if the president did these things a strong censure is in order and he should be relieved of his position. Someone else (like you?) will have to be appointed as the new president. You may be vice president, but that doesn't mean you automatically ascend to the position.

After you get through this, it would be helpful to pass a board resolution reiterating that no single board member of officer has the power to make it amend decisions on association affairs without proper review and approval by the entire board.

Unless your Bylaws say so, the presidnet should not be doing all of things you mention or make any decisions outside of board meetings where the Board decides.

Given your citation, Tanya, and agreeing with Tim & Sheila, your Board may remove the president from that office. You need to see in your bylaws how to call & hold a meeting. Is a regular meeting scheduled soon? If not, follow your Bylaws' directions to hold a "special meeting of the Board." Usually the president or any two directors may call a meeting. If your bylaws don't say how to do this, your state's corporations codes will tell you (assuming you're a corporation).

Whoever calls the meeting needs to make sure you allow enough notice to give to Owners. Your bylaws may say owners must be given 4 days notice before and you may need to post this notice.

Yes, you could censure the prez in an executive or open meeting, but he sounds pretty bad and I'd worry that he'll actually sign a so contract or otherwise committed you HOA to something that the boar did not approve.

This option of "censure" is often suggested here. Lately though I am reading Bylaws and Declarations for the many express powers the Bylaws and Declarations give to boards. I have never seen a Bylaw or Declaration that authorizes a Board to "censure" a director or officer as the Board sees fit. I continue to think "censure" is a silly use of a Board's time. Either remove the officer; disagree before the board and/or the membership with the officer's (or director's) decisions; have a board vote to have the HOA attorney send a warning to the officer or director; or similar.

To me, the act of a HOA's "censuring" is the stuff of soap opera. It depletes energy and emotions, afaic. Volunteer directors/officers have enough to do.

Tanya

Unless the BOD appointed the Pres to the BOD, the BOD cannot remove him from the BOD. Only those that elected him to the BOD can remove him.

That said, the BOD can vote him out as Pres by the majority of the BOD calling for a new Election of Officers. He will still be on the BOD regardless of the BOD Election outcome. but if no longer Pres then he will do less harm.

Typically all Officers are Members of the BOD but not all BOD Members are Officers.

Why do people have a hard time understanding this?

I’m going to guess and say, no ...

Because this is a very official board action taken pursuant to statute and covenants, I say yes. Folks need to know the old President is gone. The old President should be given a chance to make a statement and give his side.

At times I suppose removal should be done in executive session. E.g. if litigation is possible by one side or another as a consequence of the removal or things said during the meeting to remove the President.

The only time I remember my Board voting to re-shuffle officers was the year the president resigned, sold his house and moved away in July. An election of officers was held the next month where the resignation of the president was announced. It was a surprise to most of the homeowners since many didn't realize he had sold his home, and wasn't on the agenda posted in advance of that board meeting.

Thank you for your input. We, the Board, are putting things in motion.

I am thinking "yes". Because what I'm hearing is that you must be very specific in your meeting agenda, otherwise your purpose is left to speculation.

Exactly.

JohnC46, in some states items must be on an agenda posted xx days in advance for the Board to act on the matter (except for emergencies). Your agenda item title sounds pretty good. Simply: section of Officers.

We don't know about MD and apparently Tanya doesn't know about MD either. Your PM should know, Tanya. but I wonder about that person. There should be a formal vote for officers. For the PM to ask : "is that OK with everyone?" sounds very sloppy to me.

Not sure why, but I have the feeling that the meetings of your board could be better organized and led.

It could be that simple, I agree. I think it should be on the agenda just to give the members a heads-up that it's going to happen at the meeting.