Voting out the directors

We have 230 homes in the HOA. Our last election, only 66 people voted for the board of directors. Five vacancies, 5 directors. If we wanted to vote out a director or two, do we need a full quorum (51% in our bylaws) or do we need one more than they had to be voted in?

Just to clarify, are you saying your entire five-member board is up for election every year?

I don't think that would be common; it would seem unusual that a majority of the board could overturn the result of an election of the membership. Our bylaws have a very specific set of rules that ultimately would require a vote to remove a board member in which a)a majority of the voters elect to remove the director, and b)at least one third of the lots cast a vote electing to remove the director.

The board can vote to dismiss an officer. And they can vote on a replacement for a board member who does not complete their term. But they cannot remove a director.

Typically the only Director a BOD can remove are those the BOD appointed to the BOD. Usually the only way an elected director can be removed is in a recall where owners get to vote.

Yes the community homeowners can vote out one or more directors. It is called a recall and there are strict procedures to follow. Very few recalls are successful especially when one legally fights it.

Yes, thank you, JohnC46. I remember some of your advice from 10 years ago.
Can you explain how the recall would work?

As usual, you'll have to refer to your governing docs and state laws...

...but typically the membership can either vote directors out as their terms expire at the annual election OR you hold a special meeting for the purpose of removing and replacing one or more directors. I agree with the others that it would be very unusual for the board to remove some of their members. They can remove a director from his officer position, but the director would remain on the board.

Your quorums may be different, but in my community the quorum for the annual election is the same as that for a special meeting (20%).

There will almost certainly be a number of requirements for holding a valid special meeting besides the quorum. These requirements generally include notice (how soon before the meeting, written vs electronic) and a published agenda in which the only item is the vote(s) to recall and replace. You may not conduct any other business beside what appears on the notice/agenda.

Before you decide to replace directors, make sure you have willing volunteers who will do a better job. This is where the remove-and-replace effort can fail. You don't want to just get rid of directors and find yourselves without a functioning board. There are worse things than untreated ponds ("Ask Me About Receivership!").

Usually the underlying problem with dysfunctional boards is a disengaged community. Nobody wants to volunteer, and few pay attention to what's going on. There are exceptions to this such as when a group of bad actors take control of the board and makes it hard for homeowners to get rid of them. It's a lot of work to get a community back on track, and you need allies who see things your way. You don't want people who say "we've got a problem", you want people who will say "we have a problem and I'm willing to do the work to fix it."

A board can remove a director for specific reasons but I understand that is not the solution the author is seeking.

Thanks "Cathy" not Kathy - I voice dictate/type. Thank you all. Have a great summer.

There are a couple of topics that need clarification, Lynn. First is the complaint that the Board isn't enforcing the "bylaws." But I think that it's probably the Rules & Regulations, given your example of failure to cite the o'size truck that's parking there. And not sending out violation letters (are you sure about the latter?).

Caring for the property poorly means they're not following your covenants (CC&Rs, declaration), which specifies the Board's duties such as maintaining the common areas.

My 2nd topic is as follows. Lynn wrote: "We have one year, two year and three year terms" for directors. I've seen this a few times on this forum, and every time it has referred to the Board's very first election. From then on, usually staggered terms are specified, i.e., two directors are elected every two odd years and 3 directors are elected every two even years. All terms are two years.

So if you're thinking about trying a recall, it's important to make sure that y'all have a correct understanding of your Bylaws, which is where elections, recalls and directors and officer terms are spelled out.

Do you have a property manager who has a good understanding of your documents?

Yes, we have bylaws 18 pages & CCRS 35 pages. We have an election every year with staggered terms -- Last year, all five positions were up. We need a quorum of 51% which we did not have. If we adjourn and we convene, then we need a half quorum The board refused to adjourn and reconvene. They said there were five people running and five positions, and they won with 65 votes, 55 of which they brought in by proxy and 10 people voted in person.
I like the board members. They're just not doing anything between meetings. The management company is useless. There's no accounting to us h/o for the money coming in or going out. And yes, it is required by all rules to do accounting. But it is not done.

Show me where I said you did.

You misread.

your board is not enforcing the CC&R's which deal with mostly asthetic issues. the bylaws are how elections are run and how the board works.

Many bylaws including mine state that if directors miss 2 or 3 consecutive meetings their seat is automatically vacant. If you are lucky maybe a couple of them have done that and you can just call for special election?

"Two directors shall be elected to serve a term of three(3) years. Two directors shall be elected to serve a term of two (2) years with one director elected to serve for a one (1) year term...."
I'm sorry I didn't ask my question more clearly. We've seen the above passage used when an association is brand new.. In those cases, it only applies to th very first board election. So, please tell us the Title or heading of the section that above sentence is in. what are the sentences before it IF they relate to directors' terms. What are the sentences after if IF they related to directors' terms.

Also, please copy the sentence or sentences about "staggered" terms. Something is off here.

Do notice that WendyM agrees that the violations, etc., that concern you are not in your bylaws. It's crucialy important to get your language straight if you're going to try for a recall.

KerryL1 There's nothing before that paragraph. the Title says, Section 6.Election and Term of office.
After the first annual meeting, when the builder turned over the community to the (homeowners) membership which was in 2006, We started with five directors. and we rotate them according to their 1, 2 or 3 year terms.
I could go on, but I won't. If the five people in charge are apathetic and don't enforce the CCR or the bylaws, then they should step down.