Board Member Refuses to Act

This isn't all that unusual, unfortunately. However, Mr. Uncooperative is outvoted by the other two, so he won't be able to prevent things from moving forward. Offhand I can't think of anything that requires a unanimous vote from the board, so who cares if he doesn't accept something? His choice. It can be unpleasant to have to work around a third board member who is pulling in the opposite direction (ask me how I know this) but it can be done.

(The trick to dealing with folks like him is to make things uninteresting. They often thrive on conflict and controversy, so you want to make any communication with him brief, bland, factual and unemotional. No back and forth arguing. In board meetings, the response is "thank you for your comments" and then moving on.)

The only thing the other two board members should watch for is to see if he's developing a "following" among homeowners. It's also not unusual for a group of clueless folks to take over the board, and that's when trouble happens. (Ask me how I know this.) The only solution to this is well-informed homeowners who take an interest in HOA affairs and who will vote for capable people. The board should be using any available opportunity to educate homeowners - websites, newsletters, and the like. Avoid social media, though, since it's more often a source of discord and misinformation.

Just to clarify, are you saying there are now just two Board members left including the problem child?

Yes, bylaws allow for such action. Looking for an alternative, if one exists.

Maybe I misread this. If you only have two board members now (Mr. Uncooperative and Mr. Reasonable) plus one vacancy, then yes, you're dead in the water if he doesn't agree on anything.

You need to get more of the community on your side, so beef up the education program so that owners understand the consequences of this situation.

You may want to try re-phrasing the motion to appoint a new board member and force him to object each time rather than affirmatively agree. Get it in the minutes so that you have hard evidence of his refusal to do his job. When the board fails to pass any other motions in board meetings, get it in the minutes. Make sure minutes are available to the entire community (on a website or via email).

The nuclear option is for the second board member to resign. You then will not have a functioning board and will need to go into receivership. This is an expensive reality for communities in such a position, and it involves paying someone to perform the functions of the board. Receivers are well paid and can even earn more per hour than a lawyer, and it's not unusual for assessments to double. In addition, homeowners will have no say in how their community is run while in receivership. The community should be aware that this could be in play if they don't solve the problem of the dysfunctional board member, and it may shake loose the necessary votes to remove the guy.

If Mr. Uncooperative's term in office will end within a year, you may want to limp along and replace him via the normal election process. If you're stuck with him for longer than that, educate the community about receivership and try to remove him again. How close was the vote before? If it's just a matter of a few percent and you have urgent matters being delayed, I'd go this route.

There are always lawsuits for negligence and the like. These are expensive and the outcome is not guaranteed, so I don't recommend this route except in specific cases (ie. a slam-dunk issue such as a clear Fair Housing violation and you're 100% committed to remaining in your community).

Last resort for you personally: move. This should always be an option if there are long-standing issues that can affect the resale value of your home.

IF I were the property manager, excuse me, Community Association Manager, in this situation I would follow the directive of the Bylaws which probably states the association SHALL be governed by a Board of three, and set up an election to fill the vacant seat.

What is "Mr Reluctant" going to do, sue?

We are aware of that alternative and from the responses received, it appears to be the only one available to the homeowners/HOs. Unfortunately, there is a financial cost associated with this action and the HOs have grown weary of his self-interest projects and refusal to abide by the bylaws, UPCA, and other governing instruments. It is clear from this self-serving board member that he is doing everything within his power to prevent a 3rd board member being elected as then he would be in the minority. By way of history, when earlier board openings occurred, he simply appointed a personal friend of his to the board to get his way. When his two friends disagreed with him, he simply said "I'm the president of the board and I override your two votes." They were weak-kneed and simply let him get his way which is how we got into this predicament.

Thanks to everyone for their input.

Hey Geno. PA does have something similar.

Under Condo law, minimum of 3 Board members. 68 - 3303(e). Same for HOAs under 68 - 5303(e).

Also under Condo law, Bylaws must state the number of Board positions available. 68 - 3306(a). Same for HOAs under 5306(a). This is typically stated in the Bylaws as a range - something like "minimum of 3 and maximum of 7".

So first place to look Frank is your Bylaws to see what the allowed range is.

As far as the minimum of 3 is concerned, I've seen a number of PA HOAs/Condos that dropped down to 2. Every vote had to be unanimous for anything to pass, but there is no penalty under PA law for an HOA that drops down to 2. It can go on for years that way. As you already know, miserable if the 2 can't agree on anything.

Best suggestion to Frank. The same owners who were uncomfortable voting to remove a Board member might be a lot more comfortable voting to add additional Board members. Looks like you were close the last time. Maybe adding rather than removing can get you over that emotional hump that some owners might be feel about firing a neighbor.

If you can get the Board up to 5 as Geno says, you can probably break the logjam, get things moving, and maybe even get rid of the inconvenience in 2 years when the seat is open.

Thanks for everyone's input. Greatly appreciated.

You posted from PA:
The board of directors of a nonprofit corporation shall consist of one or more members. The number of directors shall be fixed by or in the manner provided in the bylaws. If not so fixed, the number of directors shall be the same as that stated in the articles or three if no number is so stated."

SC Corporate laws, rules, regulations, etc. are riddled with the expression:

"unless Corporate Bylaws say different."

SC believes in letting Corporations run as they wish to run versus be controlled by the state.

As I said:

SC Corporate laws, rules, regulations, etc. are riddled with the expression:

"unless Corporate Bylaws say different."

I say this allows the BOD to run the corporation especially as they can make Bylaws. The State of SC does not breathe down the necks of corporations.

100 years ago, most States required any corporation to provide specifics in corporate filings about the nature and activities of the proposed corporation. Some States actually had an approval/rejection process for applications.

Today, the filings are a mere formality. The only thing of practical relevance that's recorded is the name and location where legal service can be delivered. Also, whether legal protection under corporate laws is active or lapsed. Essentially, a government data base like many others.

Yes, the Secretary of State's Office is where the database filings I talked about are made. Just like many government databases, they do have "legal significance", a phrase that I prefer over "legal force" because it generally requires the application of other laws for anything to happen.

My point was that 100 years ago, there was more significance and restrictions on what could be filed. Today's filings provide much less information and anyone can buy a fill-in-the-blank form at an office supplies store, and establish a corporation with the State in an hour or so. Nowhere near as complicated and restrictive as in the distant past.