How to remove a board member

We have three members on our HOA board. We have one board member who has constant conflicts with his neighbors. We are worried he will expose the board as a whole to legal action. Our by-laws don't allow the other members of the board to kick him off the board. He offered his resignation, but when we offered to accept his resignation, he refused to resign. What are our options? I understand the whole membership has to vote him off. I am assuming the members need to file a petition for recall. If so, what percent of the members is needed to sign the recall petition? Can the board just call for a recall election?

MikeB16, if you can answer the following, this will help me and others help you.

-- Check the Bylaws for a section that talks about "recalls." Please post the details here. Redact information that might identify exactly which HOA this is. This site does not allow the actual names of HOAs/condos or people to be use, for liability reasons.

>>>Any elected director may be removed from office by the majority vote of the unit owners.

-- Is this a condominium subject to Montana's condo statute?

>>>>I think so.

-- Is this HOA/condo a nonprofit corporation as well? (Usually HOAs and condos are also nonprofit corporations.)

>>>>Yes

-- Was this director elected by the membership? If so, when is his term up?

>>>>>Yes. Not sure. We have had a problem even getting a quorum at annual meetings.

-- Was this director appointed by you and the other director because a vacancy arose? If so, then see https://leg.mt.gov/bills/mca/title_0350/chapter_0020/part_0040/section_0220/0350-0020-0040-0220.html

>>>>>No

-- If this director was elected, and your bylaws say nothing about recall or removing a director, then see https://leg.mt.gov/bills/mca/title_0350/chapter_0020/part_0040/section_0210/0350-0020-0040-0210.html

-- You might explain to him that you intend to do what Montana Code 35-2-421 says and see if he is willing to save you all the trouble and resign.

>>>>>>>This statute says, " If cumulative voting is authorized, a director may not be removed:" Our bylaws authorize cumulative voting.

-- Notice that this section of the Montana nonprofit corporation act states how resignation is achieved :https://leg.mt.gov/bills/mca/title_0350/chapter_0020/part_0040/section_0200/0350-0020-0040-0200.html

Here is his exact quote. Did he legally offer his resignation? "If you think it would be best that I step off the board due to the issues that's going on with my neighbors to protect the board and protect the HOA I'm totally fine with that please let me know what your thoughts are?"

He hasn't resisted and wants you thought. You & the other director could as gently as possible ask for his resignation due to (what he wrote). In CA, and maybe in a lot of states resignations do not have to be "accepted" by the Board. You'd simply note it in the minutes of the next meeting.

If he resigns, he just needs to write tot he board that he's resigning effective date, and date and sign his note.

Hi

I have same consideration for a HOA president who shows signs of a power grab and executing what he wants by force.

he does little, and when called on about it, he makes accusations, demands resignation of board members.

this is a real concern of power by edict

Yeah, when we requested his resignation, he adamantly refuses. I have been reading up on the statutes. They are complicated on recall elections. I'm not sure we can even do one. We would need to consult a lawyer before even running a recall election. One of the people he is fighting with claims he has mental problems (obsessive compulsive/schizophrenic). I can't say because I am not a professional, but it wouldn't surprise me. He is smart and manipulative and controlling. I'm not even sure how the vote would go. He knows more of the members than we do, and he has done a lot of good for the HOA. The conflicts are not just his fault, but he just can't walk away from the conflicts. His neighbors know this, and continually bait him. Getting him off the board won't eliminate the problems, but it should help alleviate our liability.

I have to agree with you. Personally, I like the guy. I'm not sure I would push for a recall election, but would do it if requested. I am more afraid of liability issues than anything. Our management company is getting tired of him, too. As a board, we can censure him, but I'm not sure that is better than already asking for his resignation.

First, because of the cumulative voting in your Bylaws, all directors would need to be recalled, not just the one.

Second, and more importantly, until your group can reach quorum at the annual meeting, the person stays under a successor is elected.

Others here are more knowledgeable than I about race issues. But it sounds to me like the problem between your director and a resident of color is a person to person conflict, and doesn't involve the Board. UNLESS the director threatens the resident with this or that board discipline.

I do think the Board can vote to curtail or halt this director's interactions with your PM. This matters a lot if you want to keep your manager. We saw it here not long ago and the director (in TX) finally did resign.

Let me rephrase. Cumulative was a tool used after the Civil Rights Act of 1965 to get minorities elected. Sorry I implied it was "originally" for such. One of the first public usages was in the IL House Of Representative elections in 1870

Yes it is used in corporations but in my experience it is "rare" to see in owner association usage though associations are corporations. Typically in owner associations the developer/declarant stayed in power per weighted voting such as 50 to 1 votes for the developer.

Cumulative voting was in our original Bylaws and Proxies were not allowed. We had our Declarant remove both prior to transition to we owners some 6 years ago. Nice to have an amicable turnover.

Here is an explanation:

https://www.davis-stirling.com/HOME/Director-Removal-Recall

Remember the follow the bouncing ball.

https://www.davis-stirling.com/HOME/Director-Removal-Recall is one entertaining site.

The OP's Board should skip the recall attempt; go to electronic voting in the next election, including early voting; recruit candidates; and get out the vote.

Montana's Condo Act appears to me to be silent on the subject of elections. I think it is the shortest Condo Act of any state that I have ever seen. Someone should double check me.

Montana's Nonprofit Corporation Act appears to me to permit electronic ballots. An annual meeting, where votes are tabulated, still needs to happen, though.