Removed from Board by Board vote??

MarkB28 (New York)
Posts: 40

Posted:

That other Board members voted by email to remove me but I replied by copying and pasting the By-Laws saying they can't remove another Board Member that way.

What's my next move if they don't comply and allow me back on?

-Mark

SECTION 6. REMOVAL OF MEMBERS OF THE BOARD OF DIREC1GRS.
(A) At any regular or special meeting of OWNERS, anyone or more of the
members of the BOARD OF DIRECTORS, other than a member designated by the
SPONSOR, may be removed.with or without cause by a majority of all
classes of members and a successor may then and there or thereafter be
elected to fill the vacancy thus created. Any member of the BOARD OF DIRECTORS whose removal has been proposed by the OWNERS shall be given
an opportunity to be heard at the meeting. A member of the BOARD OF
DIRECTORS designated by the SPONSOR may only be removed with or without
cause by the SPONSOR and only the SPONSOR shall have the right to
designate a replacement. If a member of the BOARD OF DIRECTORS ceases
to be an OWNER or a relative of an OWNER,unless such member is a
designee of the SPONSOR, he shall be deemed to have resigned effective
as of the date such ownership ceased.

MelissaP1 (Alabama)
Posts: 13,836

Posted:

From what I have understood if your on the board, then your fellow board members can remove you by a vote amongst them. Otherwise, a majority of owners can remove someone from the board/office if there is enough votes.

Former HOA President

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By MarkB28 on 05/16/2023 4:09 AM

What's my next move if they don't comply and allow me back on?

Options:

1) Make it known to the membership (newsletter/flyers/mailing)
2) Live with it
3) Ignore it and continue to do the job
4) Court

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

Posted By MelissaP1 on 05/16/2023 4:30 AM
From what I have understood if your on the board, then your fellow board members can remove you by a vote amongst them. ... snip ...

That would be very unusual.

They could vote to remove a director *from their officer position* but that doesn't remove the director from the board. The only exception I've heard of is in the case where the director had been appointed to the board and not elected by the membership. But even so that's not universally true - my bylaws only allow a director to be removed by the membership, regardless of how the director got onto the board in the first place, except in the case where the director was appointed by the Declarant.

(What's a SPONSOR? Is that something like a Declarant?)

Anyway... what Tim said.

If you're the odd man out on a board, you're not going to have a very good time. Doesn't matter whether you're the lone voice of reason surrounded by nincompoops or you're the nincompoop yourself. You're going to be outvoted by the majority.

TerriS6 (California)
Posts: 3,284

Posted:

Since you can only be removed by a majority of members at a member meeting, their vote is invalid. Being in California, I don't know the remedy for an invalid New York vote.

BillD16 (Texas)
Posts: 971

Posted:

Quote:

Posted By MarkB28 on 05/16/2023 4:09 AM

That other Board members voted by email to remove me but I replied by copying and pasting the By-Laws saying they can't remove another Board Member that way.

What's my next move if they don't comply and allow me back on?

-Mark

SECTION 6. REMOVAL OF MEMBERS OF THE BOARD OF DIREC1GRS.
(A) At any regular or special meeting of OWNERS, anyone or more of the
members of the BOARD OF DIRECTORS, other than a member designated by the
SPONSOR, may be removed.with or without cause by a majority of all
classes of members and a successor may then and there or thereafter be
elected to fill the vacancy thus created. Any member of the BOARD OF DIRECTORS whose removal has been proposed by the OWNERS shall be given
an opportunity to be heard at the meeting. A member of the BOARD OF
DIRECTORS designated by the SPONSOR may only be removed with or without
cause by the SPONSOR and only the SPONSOR shall have the right to
designate a replacement. If a member of the BOARD OF DIRECTORS ceases
to be an OWNER or a relative of an OWNER,unless such member is a
designee of the SPONSOR, he shall be deemed to have resigned effective
as of the date such ownership ceased.

What Cathy and Terri said.

This question seems to arise frequently here.

Maybe a nit, but you wrote “if they don’t comply and allow me back on?” Note that *you were never removed*. From the Board, at least. If you’re talking about some kind of mailing list ([email protected]), yeah, they may have removed you from that. But a lot of this is mental: you were NOT removed from the Board. Don’t think of it or speak of it like that. Don’t allow them to set the metaphor for this conversation.

If you’re a lone Board member looking to make change, you may need to play the Long Game and work to get other members who share your thinking elected to the Board. Several people in this forum have done this.

I wish you the best.

Bill

HOA Board ex-President
Austin, Texas USA

“You can’t put too much water in a nuclear reactor”

KerryL1 (California)
Posts: 14,550

Posted:

With BillD: You have not been removed from the Board because it doesn't have the authority to remove you. At least I don't think they do. This must have been mistyped so please clarify what this says, "(A) At any regular or special meeting of OWNERS, anyone or more of the members of the BOARD OF DIRECTORS..."

Is email voting by the Board allowed in your bylaws and in NY vs. in-person voting at a meeting of the board? If email voting, aka "taking action without a meeting," is permitted, doesn't it have to be unanimous?

What is a "sponsor?" Are you by any chance in a co-op?

Does your Assn. have a property manager? If so, can you persuade her/him to keep sending your board info and board materials.

Otherwise, as noted, it's very difficult to be a board member when all other directors are opposed to you. Still, since NY is a closed meeting state, your presence on the Board might be the ONLY way other Owners can know what the Board decides, votes to approve, etc. So, as BillD advises, if you have the time, energy and will, try to get a group of Owners together to support you and to encourage others to run for the Board at the next election.

MaxB4
Posts: 3,513

Posted:

Quote:

Posted By MelissaP1 on 05/16/2023 4:30 AM
From what I have understood if your on the board, then your fellow board members can remove you by a vote amongst them. Otherwise, a majority of owners can remove someone from the board/office if there is enough votes.

Did you come up with that answer from your Business Law class or Criminology class?

MaxB4
Posts: 3,513

Posted:

For the record, I don't believe a Board should be allowed to remove a Director, whether elected or appointed.

Based on the section Mark posted, only Members can remove a director. But, there may be another section of the Bylaws that may allow them, and that would be under the director's qualifications.

Recently, I have seen Byalws that were restated, which allowed a Board to remove a director, not the officer, if the director disagreed with a decision that was made at a Board meeting.

KerryL1 (California)
Posts: 14,550

Posted:

Max's note reminds me of some restated bylaws I've read which say if the Board removes a director, only the members (owners) may elect a replacement to fill the vacancy. I doubt Mark's bylaws have that method of filling a board vacancy, but he should read that section of his bylaws, i.e., filling board Vacancies along with the section that Max advises.

MarkB28 (New York)
Posts: 40

Posted:

Thanks to everyone that commented. I appreciate everyone's feedback!

BillD16 (Texas)
Posts: 971

Posted:

Quote:

Posted By MaxB4 on 05/16/2023 10:20 AM

Recently, I have seen Byalws that were restated, which allowed a Board to remove a director, not the officer, if the director disagreed with a decision that was made at a Board meeting.

Calls to mind one of my favorite Mencken quips:

"Democracy is the theory that the common people know what they want, and deserve to get it good and hard." - H. L. Mencken

Bill

HOA Board ex-President
Austin, Texas USA

“You can’t put too much water in a nuclear reactor”

BillD16 (Texas)
Posts: 971

Posted:

Quote:

Posted By MaxB4 on 05/16/2023 10:20 AM

Recently, I have seen Byalws that were restated, which allowed a Board to remove a director, not the officer, if the director disagreed with a decision that was made at a Board meeting.

Forgive me, I can't stop thinking about this. Seriously?!

Y'all have probably heard about "Dark Patterns on the Internet". I think there's book waiting to be written about "Dark Patterns in HOAs", and this Bylaw is in there somewhere. Probably under "boot stamping on a human face - forever". I mean, a corrupt Board could stay in power forever with this: someone runs for the Board with the intent of Change - and they're out on the first vote.

I guess I'm having trouble seeing any good intent behind such a Bylaw.

Bill

HOA Board ex-President
Austin, Texas USA

“You can’t put too much water in a nuclear reactor”

MaxB4
Posts: 3,513

Posted:

Quote:

Posted By BillD16 on 05/16/2023 7:14 PM

Posted By MaxB4 on 05/16/2023 10:20 AM

Recently, I have seen Byalws that were restated, which allowed a Board to remove a director, not the officer, if the director disagreed with a decision that was made at a Board meeting.

Forgive me, I can't stop thinking about this. Seriously?!

Y'all have probably heard about "Dark Patterns on the Internet". I think there's book waiting to be written about "Dark Patterns in HOAs", and this Bylaw is in there somewhere. Probably under "boot stamping on a human face - forever". I mean, a corrupt Board could stay in power forever with this: someone runs for the Board with the intent of Change - and they're out on the first vote.

I guess I'm having trouble seeing any good intent behind such a Bylaw.

Bill

Based on experience with the situation, the provisions in the Bylaws allowing the removals were not well thought out.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

Posted By BillD16 on 05/16/2023 7:14 PM

Posted By MaxB4 on 05/16/2023 10:20 AM

Recently, I have seen Byalws that were restated, which allowed a Board to remove a director, not the officer, if the director disagreed with a decision that was made at a Board meeting.

Forgive me, I can't stop thinking about this. Seriously?!

Y'all have probably heard about "Dark Patterns on the Internet". I think there's book waiting to be written about "Dark Patterns in HOAs", and this Bylaw is in there somewhere. Probably under "boot stamping on a human face - forever". I mean, a corrupt Board could stay in power forever with this: someone runs for the Board with the intent of Change - and they're out on the first vote.

I guess I'm having trouble seeing any good intent behind such a Bylaw.

Bill

Remember the old adage: never attribute to malice what can adequately be explained by stupidity?

One of my usual rants deals with people not considering the implications of the decisions they make - and that includes lawmakers. They seldom say: "if I do thus and such, and apply this reasoning consistently, where can I end up?"

Often fiddly little rules were enacted in response to some undesirable situation. In the example Max quoted, there was probably some troublemaker on a board somewhere who was undermining board decisions - maybe even a number of them - so those in charge created a solution to deal with this. The trouble is that they didn't identify the problem correctly. It wasn't a corporate governance/board structure issue, it was an *individual director* issue.

If you mis-identify the problem, you'll create a solution that targets the wrong part of the process and almost invariably causes more problems downstream. In the case above, the correct solution would have been to remove that one, single director - not to potentially remove all directors who disagree with a decision, because sometimes the dissenting director ends up being correct and is an essential part of course correcting.

/end-rant

SheliaH (Indiana)
Posts: 6,964

Posted:

Quote:

Posted By CathyA3 on 05/17/2023 4:26 AM

Posted By BillD16 on 05/16/2023 7:14 PM

Posted By MaxB4 on 05/16/2023 10:20 AM

Recently, I have seen Byalws that were restated, which allowed a Board to remove a director, not the officer, if the director disagreed with a decision that was made at a Board meeting.

Forgive me, I can't stop thinking about this. Seriously?!

Y'all have probably heard about "Dark Patterns on the Internet". I think there's book waiting to be written about "Dark Patterns in HOAs", and this Bylaw is in there somewhere. Probably under "boot stamping on a human face - forever". I mean, a corrupt Board could stay in power forever with this: someone runs for the Board with the intent of Change - and they're out on the first vote.

I guess I'm having trouble seeing any good intent behind such a Bylaw.

Bill

Remember the old adage: never attribute to malice what can adequately be explained by stupidity?

One of my usual rants deals with people not considering the implications of the decisions they make - and that includes lawmakers. They seldom say: "if I do thus and such, and apply this reasoning consistently, where can I end up?"

Often fiddly little rules were enacted in response to some undesirable situation. In the example Max quoted, there was probably some troublemaker on a board somewhere who was undermining board decisions - maybe even a number of them - so those in charge created a solution to deal with this. The trouble is that they didn't identify the problem correctly. It wasn't a corporate governance/board structure issue, it was an *individual director* issue.

If you mis-identify the problem, you'll create a solution that targets the wrong part of the process and almost invariably causes more problems downstream. In the case above, the correct solution would have been to remove that one, single director - not to potentially remove all directors who disagree with a decision, because sometimes the dissenting director ends up being correct and is an essential part of course correcting.

/end-rant

Yup!

I have no quarrel with what everyone said already, but I get the feeling there's more to Mark's story than what he's letting on. It's one thing for a board to vote a member out as an officer because in many HOAs, the members are elected by the board, who then elect officers from among themselves. I'd be curious to know what prompted Mark's board to boot him off - either he was getting too close to valid truth-telling about board activities or a nasty personality clash. Undermining a board decision can also do this - I always say if you're outvoted on an issue, you can write a one page statement indicating your concerns about the action and ask that it be added to the minutes (the board would have to vote on that), but it's unprofessional to undermine the decision. Do what you can to make it work - time will soon show if you were right and then you can serve your colleagues a plate of BBQ crow....

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

KerryL1 (California)
Posts: 14,550

Posted:

So, MarkB, did you find anything in your Bylaws that permit the Board to vote you out as a director?

Similarly, is the Board allowed to vote on this topic outside of a board meeting? And, if so, doesn't their vote have to be unanimous?