Special Meeting Procedures- BOD removal

DennisG7 (Georgia)
Posts: 155

Posted:

As the previous HOA President I am getting a lot of complaints regarding the new BOD. Yesterday I received 2 phone calls, 3 emails, and one text message regarding the inability of the current BOD to do much of anything. Apparently they are not responding to members calls or emails. It appears that there are a large number of HOA members that want to remove the entire 3 person Board and replace them. Yesterday I was asked to meet with about 6 members members today to discuss how to do this. I've got a Doctors appt today and I expect to be gone most of the day. I did offer to meet with them tomorrow to discus how that should proceed. I was told the members are already gathering a petition stating the purpose of the meeting. They said they wanted to deliver it to the BOD and the Management company in the next couple of days. Obviously a lot of irritated members.
My main question. It seems to me that removing all three BOD directors, although possible, leaves a big vacancy. If all 3 are removed in the coming weeks it seems to me that the membership must also nominate and elect new BOD members to replace them. Would that be done at the same special meeting or is it done at another meeting?
I suspect I'll be asked that question when I meet with them but I'm not sure of the best way to advise them. I had held a Special meeting to discuss financial issues a couple years ago. This seems to be different. To my recollection the membership has never requested the HOA Board conduct a special meeting and certainly not to remove ALL the board members.
Any ideas on the best process to do this would be appreciated. My initial thought is that if they are successful in there removal efforts they then need to call for nominations and a vote on new BOD members at the same time, but I'm not sure.
I welcome any thoughts/suggestions before I meet with them on Thursday.
Dennisg7

CathyA3 (Ohio)
Posts: 6,299

Posted:

Random thoughts:

* Personal opinion: I think removal should be reserved for those who are proven bad actors, not for those who can get up to speed with the right training. The current board may simply not know what they're doing and with some training may improve their performance. You may well replace these folks with some who are equally incompetent.

* Have you seen the same things that this group is complaining about? If you've been on the board, you'll have a different perspective on the validity of the complaints.

* Are there others willing to take the place(s) of removed directors? Are you sure? If no, then stop right now. (Keep in mind homeowners can be big on talk, and when it's time to step up they're nowhere to be found. Also keep in mind some number of the group will probably be your vocational dissidents who hate anybody on the board and who add a lot of noise but nothing else.)

* You have a good point about the risks of removing an entire board at once. You need to have some solid plans for addressing these - otherwise you may end up with the same script/different actors.

IMPORTANT: Your bylaws and/or state laws should outline procedures for removing directors. Follow these exactly, otherwise anything you do will be invalid.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Another thing: if this group is all hot to trot and wants to do things RIGHT THIS MINUTE, that suggests that they're running on emotion and not logical thinking. If you can't slow them down - and you may not be able to - then you better give this some thought. If they don't follow correct procedures, then you'll be able to overturn whatever they do.

BenA2 (Texas)
Posts: 1,273

Posted:

If you are going to remove all three board members then you should replace them at the same time. I would strongly discourage the members from getting rid of the whole board unless their actions are so egregious you have no choice, such as embezzling HOA funds.

You should check to see if there is any required procedure in the state law or governing documents. If there is no written procedure, I would get an attorney.

KellyM3 (North Carolina)
Posts: 2,239

Posted:

I would not hold the meeting and not be the driving source of community intrigue. Offering evidence of HOA board incompetence as people calling the ex-president to complain is not indicative of HOA board performance, especially a new board.

After all, if these aggrieved neighbors, within mere weeks, have time to call private meetings with the ex-board president to discuss a total board recall, these folks are bored and, honestly, may be of such high maintenance that non-response is a best strategy. Some dues payers feel they can constantly email and call their complaints to HOA board directors. We have our limits.

This new board of directors may actually be balance HOA service with their private lives and careers. We, on this forum, don't know and could be feeding bad advice if we're not careful (and I generally believe this forum exists to offer solid advice based on experience)>

BarbaraT1 (Texas)
Posts: 821

Posted:

Quote:

Posted By DennisG7 on 08/04/2021 4:41 AM
As the previous HOA President I am getting a lot of complaints regarding the new BOD. Yesterday I received 2 phone calls, 3 emails, and one text message regarding the inability of the current BOD to do much of anything. Apparently they are not responding to members calls or emails. It appears that there are a large number of HOA members that want to remove the entire 3 person Board and replace them. Yesterday I was asked to meet with about 6 members members today to discuss how to do this. I've got a Doctors appt today and I expect to be gone most of the day. I did offer to meet with them tomorrow to discus how that should proceed. I was told the members are already gathering a petition stating the purpose of the meeting. They said they wanted to deliver it to the BOD and the Management company in the next couple of days. Obviously a lot of irritated members.
My main question. It seems to me that removing all three BOD directors, although possible, leaves a big vacancy. If all 3 are removed in the coming weeks it seems to me that the membership must also nominate and elect new BOD members to replace them. Would that be done at the same special meeting or is it done at another meeting?
I suspect I'll be asked that question when I meet with them but I'm not sure of the best way to advise them. I had held a Special meeting to discuss financial issues a couple years ago. This seems to be different. To my recollection the membership has never requested the HOA Board conduct a special meeting and certainly not to remove ALL the board members.
Any ideas on the best process to do this would be appreciated. My initial thought is that if they are successful in there removal efforts they then need to call for nominations and a vote on new BOD members at the same time, but I'm not sure.
I welcome any thoughts/suggestions before I meet with them on Thursday.
Dennisg7

The process for recalling board members should be in your governing documents. You don't need to explain it to them, they can read it for themselves.

Six people complaining to you about a three person board would only strike me as significant if your entire HOA consisted of ten people. There are always complainers.

You haven't provided any context for "not responding to members calls or emails" and "not doing much of anything" is so vague as to be meaningless. Why would you make yourself a figurehead of this movement when you don't seem to know what it's actually about?

My suggestion is to cancel the meeting and let them figure it out on their own. Ten bucks says they won't bother if they can't get you to do the work for them.
.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By BarbaraT1 on 08/04/2021 8:07 AM

Posted By DennisG7 on 08/04/2021 4:41 AM
As the previous HOA President I am getting a lot of complaints regarding the new BOD. Yesterday I received 2 phone calls, 3 emails, and one text message regarding the inability of the current BOD to do much of anything. Apparently they are not responding to members calls or emails. It appears that there are a large number of HOA members that want to remove the entire 3 person Board and replace them. Yesterday I was asked to meet with about 6 members members today to discuss how to do this. I've got a Doctors appt today and I expect to be gone most of the day. I did offer to meet with them tomorrow to discus how that should proceed. I was told the members are already gathering a petition stating the purpose of the meeting. They said they wanted to deliver it to the BOD and the Management company in the next couple of days. Obviously a lot of irritated members.
My main question. It seems to me that removing all three BOD directors, although possible, leaves a big vacancy. If all 3 are removed in the coming weeks it seems to me that the membership must also nominate and elect new BOD members to replace them. Would that be done at the same special meeting or is it done at another meeting?
I suspect I'll be asked that question when I meet with them but I'm not sure of the best way to advise them. I had held a Special meeting to discuss financial issues a couple years ago. This seems to be different. To my recollection the membership has never requested the HOA Board conduct a special meeting and certainly not to remove ALL the board members.
Any ideas on the best process to do this would be appreciated. My initial thought is that if they are successful in there removal efforts they then need to call for nominations and a vote on new BOD members at the same time, but I'm not sure.
I welcome any thoughts/suggestions before I meet with them on Thursday.
Dennisg7

The process for recalling board members should be in your governing documents. You don't need to explain it to them, they can read it for themselves.

Six people complaining to you about a three person board would only strike me as significant if your entire HOA consisted of ten people. There are always complainers.

You haven't provided any context for "not responding to members calls or emails" and "not doing much of anything" is so vague as to be meaningless. Why would you make yourself a figurehead of this movement when you don't seem to know what it's actually about?

My suggestion is to cancel the meeting and let them figure it out on their own. Ten bucks says they won't bother if they can't get you to do the work for them.
.

Good advice. Be sure there is a problem not just a few unhappy owners before you get involved.

KerryL1 (California)
Posts: 14,550

Posted:

Good suggestions here for you, Dennis. What size is your HOA? Detached homes? How long has the "new" Board been in place?

The meeting they want is a meeting of the membership (Owners) or of the Association. As others note, there should be info in your Bylaws about these. Your Property magma. may know how they should proceed.

With others, I'd keep my role very "advisory"; I don't think you should allow yourself to get sucked into it unless your strongly agree with these owners.

PatJ1 (North Carolina)
Posts: 568

Posted:

As an owner I did a lot of research on this subject and even spoke with an attorney a few years ago. I'm In North Carolina.

Submit a request of 10% (in our case) membership to request a Special Meeting. Reason must be specific. If you desire to vote in new Board of Directors include names on the ballot. Replace so and so with so and so. Even vote out all of them, you need to replace them with a minimum number of director's to have a recognized Board.

That is the only topic at the Special Meeting. Nothing new can be submitted for vote at the meeting outside of the initial request.

Board must schedule the meeting.

Special Meeting to be advertised to all owners and held within a certain time frame at the expense of the HOA.

Owner quorum is required at the meeting. The ballot of the new board presented, or who replaces who. Of those owner's present at the meeting, follow your governing documents on what the percentage needs to be to pass. If the aren't there, it doesn't pass.

You have to have a plan. Just can't vote everyone out and figure out who wants to be on the Board later.

If the Board ignores the Special Meeting you can hire an attorney as an owner or with other owners to explore your options, or wait for the next Annual Meeting.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By PatJ1 on 08/04/2021 11:26 AM
As an owner I did a lot of research on this subject and even spoke with an attorney a few years ago. I'm In North Carolina.

Submit a request of 10% (in our case) membership to request a Special Meeting. Reason must be specific. If you desire to vote in new Board of Directors include names on the ballot. Replace so and so with so and so. Even vote out all of them, you need to replace them with a minimum number of director's to have a recognized Board.

That is the only topic at the Special Meeting. Nothing new can be submitted for vote at the meeting outside of the initial request.

Board must schedule the meeting.

Special Meeting to be advertised to all owners and held within a certain time frame at the expense of the HOA.

Owner quorum is required at the meeting. The ballot of the new board presented, or who replaces who. Of those owner's present at the meeting, follow your governing documents on what the percentage needs to be to pass. If the aren't there, it doesn't pass.

You have to have a plan. Just can't vote everyone out and figure out who wants to be on the Board later.

If the Board ignores the Special Meeting you can hire an attorney as an owner or with other owners to explore your options, or wait for the next Annual Meeting.

Great post. You outlined it as believe how it must be done.