Removal Of President By Board

This week the members were informed by the Board Of Directors that the President has been removed.

Specifically the notice read "After a lengthy discussion of current situation inside *****, it was determined that too many things were being handled without total board knowledge and approval. The board voted to remove Mr. **** as president but remain on the board."

Is the Board under any obligation to inform me just what 'current situation" led to the Presidents removal?

No.
never hurts to ask.
removing someone one is a lot different than someone resigning
the fact that he's still on the board is interesting
attend the next board meeting or better yet just call a board member out of the blue.

I am going to disagree, the president asks as the CEO of the corporation and has more responsibilities than running a meeting and signing a couple of contracts.

maybe in your community. In my hoa all it takes is 2 directors to remove the third one permanently regardless of how she got into the position.

i guess you are right now that I have reviewed that, but our bylaws state otherwise. one more reason they need to be updated.

lol you just described how hundreds perhaps thousands of HOAs are run. Except it's not as nefarious as that. What happens is their is a vacancy and the board appoints a new person to that position for a full 3 year term. even if the calendar says the term is up in 10 months. this keeps happening for decades because the governing docs say the board can do this and no one bothers to check when terms actually expire. PM enables the corrupt board to keep doing this because they don't wnat to deal with educating new board members.

How about citing your Bylaws, Wendy. ONLY the Section that states directors may be removed by other directors from the Board AND for what reasons.

Agree that JohnK's board need give the membership no additional info.

ours are too, however determining when a position ends is as clear as mud. Does the position end in 1, 2 or 3 years? The board never published when each board member position ends so they can just say it's a 3 year position every time. What the PM actually did is declare a new 3 years term every time illegally. Not until I took over did I insist on elections every year and for postion term years to be publsihed on our website.

Mine state 3 years. thus the confusion!

Because in the bylaws it also states the intial terms of the 3 directors are 1, 2 and 3 years, thus one term expires every year. However that was never followed and when I asked why elections were not being held, I'd get the bullshit answer that terms are for 3 years.

It really does take someone who gives a crap to follow the rules because the PM was activley against having elections every year.

glad to hear that, unfortunately I believe you are in the minority of PM's. I think our HOA has used 3 or 4 different PM's over the last 25+ years and all of them did not hold an annual election as the bylaws state.

think Cathy's probably right. But I'll try a gain. What exactly do your bylaws say, about terms, Wendy?

What exactly do they say about WHO may "fire" directors? And under what conditions??

Still obsessed with me, eh, Max? Brrrrrrr.

Why do you care so MUCH, Max?

Btw..happy holidays

Wendy

In doing some research, I came across a set of Bylaws that I found interesting. Most of the posters have said, if elected by the membership, only the membership may recall. Here one association took it a few steps further.

(c) Authority of Board to Remove Directors. The Board shall have the power and authority to remove a Director and declare the office vacant if the Board discovers and determines that such director did not during the course of their candidacy, or does not, while serving as a Director, meet, or continue to meet, any Candidate Qualifications. The Board shall not have the power to remove from office any Director on the basis only that such person was appointed by the Board itself to fill a vacancy on the Board. Further, before any Board member is removed from office, such Board member will be provided with an opportunity to be heard at a hearing of the Board which conforms with the requirements of Corporations Code Section 7341. In addition to any provisions contained in the Election Rules as to Candidate Qualifications, the Board, by a majority vote of the Directors who meet all of the required qualifications relating to serving directors, may declare vacant the office of any Director if the Director

(i) Fails (unless excused by the Board) to attend either (i) three (3) consecutive regularly scheduled meetings of the Board or (ii) five (5) regularly scheduled meetings of the Board within any twelve (12) consecutive month period.

(ii) Fails to comply with a duly approved action or direction of the Board which the Board reasonably considers should have been complied with by the Director while serving in the capacity of a Director.

(iii) Fails to comply with the Association Governing Documents, not limited to the payment of regular and/or special assessments or other money owed or due to the Association (apart from the payment of fines, collection charges, late charges or costs levied by a third party).

(iv) Receives any type of monetary gain, or other gains such as services, products, gifts, or gratuities of a significant value (in the opinion of the Board) which have been provided in re Board, and which has not been promptly disclosed to the Board at an open meeting of the Board, sanctioned by the Board and recorded in the minutes.

(v) Takes any action considered (in the reasonable opinion of the Board) to be grossly detrimental to the general safety, health, and welfare of the community and its members or which the Director knew, or should have known, would or might create significant legal liability to the Association or legal position.

(vi) Unless previously authorized in writing by a majority of the Board, fails to keep confidential all confidential Board information, including but not limited to discussions and information received during Executive Session Board Meetings and information which is subject to attorney-client privilege and which privilege vests in the Association.

You can remove a director if they fail to comply with the qualifications set forth that were in effect prior to the director’s term.

Here are those qualifications:

(b) Additional Requirements for Candidacy. In order for a person to be eligible for nomination and election to the Board (and to serve on the Board) such person must meet the following Candidate Qualifications:
(i) Not be delinquent in the payment of regular or special assessments, provided that if the candidate is a natural person who has been designated by a non-natural person entity Owner to be a member for the purposes of running for the Board, it is the non-natural person entity Owner who must not be delinquent in the payment of such assessments;
(ii) Not serve, or run for election as a Director if, on election, Co-Owners of the same condominium(s) (or natural person designated by a non-natural entity Owner of that condominium) would be serving on the Board concurrently. Such Candidate Qualification includes not being a candidate when another Owner of the condominium (or natural person designated by a non-natural entity Owner of that condominium) has already been accepted for nomination as a candidate;
(iii) Have been an Owner of a condominium (or be designated by a non-natural entity Owner who has been an Owner of a condominium) in the project for at least one year as measured from the date that the request for candidate nominations is sent out; and
(iv) Not have a criminal conviction that would, if the candidate were elected, prevent the Association from purchasing the fidelity bond coverage required by Civil Code Section 5806 or result in the termination of the Association’s existing fidelity bond coverage.

https://www.davis-stirling.com/HOME/D/Director-Removal-by-the-Board

So under their rules, throw out ii, most of iii, iv, v, vi.

For the Members to remove a director,

(d) Authority of Members to Remove Directors. Except as otherwise provided in subparagraphs (c) and (e) hereof, a Director may only be removed from office before the expiration of the term by the affirmative vote of the members provided that a quorum of not less than twenty-five percent (25%) of the voting power of the membership is achieved by the initial deadline date for the return of ballots.

(e) Filling of Vacancies. Vacancies on the Board of Directors may be filled by a majority vote of the remaining Directors, though less than a quorum, or by a sole remaining Director unless the vacancy is created through the removal of a Director by the action of the members or Board, in which case the vacancy shall only be filled by a vote of the members. Notwithstanding the above, a vacancy of a Director elected or appointed by the Commercial Owners may only be filled by a vote or appointment of the Commercial Owners. Furthermore, the members may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors.

How many are required to remove a director? And if a Board removed a director, then only the Members have the authority to elect their replacement, which now takes almost 5 months.
One of the best lines throughout the Bylaws is they have “secret elections” whereas the other HOAs have “elections that require secret ballots”.

For example:

Section 3.7. Election of Directors.
(a) Directors Elected by Secret Ballot. The regular election of Directors and any
special election to fill a vacancy on the Board shall be conducted by secret election. Directors shall be elected to fill the number of positions on the Board then expiring.