Does President have to be at Special Meeting

Hello,

My HOA has a President and Vice President who do not do their jobs whatsoever. Infact, they apparently don't want an HOA at all, despite the overwhelming majority of the community wanting an HOA.
I was on the board as the Treasurer but stepped down due to money being missing and lack of initiative to audit the neighborhoods finances. As a landowner, I have called for a special meeting to remove the President and Vice President and have over 15% percent signatures on a petition for the Special Meeting (ByLaws calls for 10%). I also sent out letters to include the time and place of the meeting, including a 10 day notice for all members and a 10 day notice for their removal initiative.

However, the Vice President said that the meeting is null because per the VERY OPEN-ENDED ByLaws, it states that all meetings are to be held by the President. Obviously, neither the Vice President nor the President want this meeting to take place, so they won't attend. What does this mean for us homeowners who want this meeting to replace their very positions. Do they have to be present given NC law? I am guaranteed to fulfill the voting requirements to have them removed. The neighborhood is fed up.

Please help, these ByLaws are horrible and so open-ended that they don't clarify what happens if the members are voted to be removed don't show up. I need clarity.

- Hannah

This means that you might have to file legal action.

Hopefully, you have things in writing and not just verbal.

HannahH, first, nationwide, the Bylaws and/or statute) typically state that the President and VP are appointed by the Board of Directors (not by an election by the owners). The President and VP may be removed by the Board.

How many director seats are there on your Board? Why don't the other directors replace the President and VP?

Directors are different from officers. Directors are normally elected by the owners annually. Then the directors decide, by a Board vote, who will be the officers.

We are in North Carolina and are over 40 years old with no updates to our original documents.

Our GD state that that 10% of the membership can call for a Special Meeting. Upon presentation to the Board, the Board is required to schedule and advertise the Special Meeting to the owner membership. I understand that the meeting called is a member meeting called by the Board, not a Board meeting. If there is a member quorum present then the reason for the "Special Meeting" is voted on by the members.

If the Board has been presented with the call for a valid "Special Meeting" and the Board does not schedule the meeting, then the member's only recourse is to hire an attorney or wait for the next Annual Meeting and let the member's vote in a new board.

YES! What John said.

Agree! There are typically a number of requirements for special meetings - miss one of them and your meeting is invalid and any actions taken at the meeting are invalid.

I will also note that many efforts to remove unpopular board members fail because there are no volunteers willing to replace them. So the meeting agenda would need to say something like "Remove Joe Schmoe from the board and replace him with Sally Sweetums. Remove Adela Awful from the board and replace her with Fred Friendly." So your first job is to find Sally Sweetums and Fred Friendly.

Hello,

The Special Meeting is what I have called into action regarding the removal of their positions. The ByLaws state that a member can petition for a meeting, submit to Secretary and have it validated. It was validated. The President and Vice President are elected by homeowners, not other members of the Executive Board. We have to have 52% of homeowners who want them gone and we do. They are both saying they will not attend, therefor the meeting is invalid, and they will consult a lawyer. There is nothing in the ByLaws that states they have to be there. It says they must be notified via hand-delivered mail 10 days prior. They must be notified so they have a right to be heard. Again, one said he cannot make the meeting and the Vice President said she is just not going.

From the North Carolina Nonprofit Corporation Statute, § 55A-8-43. Resignation and removal of officers:

(b) A board of directors may remove any officer at any time with or without cause.

I think Hannah probably means that they want to remove directors who happen to hold officer positions of President and Vice President.

This raises a question: does this precise language matter? In other words, if a homeowner submitted a petition to remove officers, is it invalid if the intent is to remove directors and the bylaws are consistent with the norm (ie, homeowners elect directors and directors choose the officers)?

Hannah

To be sure you understand. Officers elected by the BOD can be removed from those positions by the BOD does not mean they are removed from the BOD. They are still Members of the BOD even if removed from Officer positions. I expect your intent is to remove two people from the BOD entirely, regardless of their positions. Thus clarify who, by name not Position, you want removed from the BOD.

Recalls are fraught with legal issues and can easily get tied up in legal maneuvers for years especially by those being recalled. Do not attempt a recall with out an attorney backing you.