REMOVAL OF A BOARD MEMBER

Good Evening,

This forum has been so useful I figured I would reach out again. I have searched our by laws as well as the protected covenants and for the life of me I can't find the info so I figured I would reach out. Do we have anyone well versed in GA HOA? A very select group in my community want to kindly request that one of the board members resign their position. If they wont voluntarily resign does anyone know what the next steps are? Our Management company is no use for this info.

Thank you in advance.

We have our own problems with our MC, but they would know how to FIND info on recalls. Surely your PM can direct you to GA statutes about HOA recalls, or the GA Corporate Codes if there is scant or no HIOA legislation in GA.

Maybe check you Bylaws again, which is where you'd expect something. If your annual elections aren't too far off, it's always going to be easier to vote the person out than to do a recall, which can be very technical.

What is a "very select group?" What does that term mean?

Apparently Georgia HOA laws don’t cover this, which leaves it up to state corporate statute. The link is below, but I think you would need advice from an attorney.

https://casetext.com/statute/code-of-georgia/title-14-corporations-partnerships-and-associations/chapter-3-nonprofit-corporations/article-8-directors-and-officers/part-1-board-of-directors/section-14-3-808-removal-of-directors

What Cathy said. Your Bylaws usually address board elections and resignations, but lately, so many people have written about how their documents don't say much of anything, I'm not surprised that yours appears to address everything except that.

If these people want this board member to resign, they need to do the work and ask him or her, and if I were the board member, I'd probably refuse. Or call their bluff and ask "ok, which of you are willing to take my place, and what will you do when the next group asks YOU for your resignation (and they may or may not be nice about it?)" If they want this board member off, one of them can run for his/her spot in the next election and we'll see if they can get enough homeowners to vote accordingly. Or push for a recall via a special homeowner's meeting - hopefully, your documents do address how these are called. Usually a certain percentage of homeowners must sign a petition addressed to the board requesting a meeting to be held to discuss and vote on recalling the board member. The board would then have to call the meeting within a certain amount of time, and you would deal with the usual stuff like sending out proxies for those who can't attend the meeting.

If your documents don't address resignations (or recalls), this may be a good time for the board to establish rules. Check your documents first to see if the board has the authority to enact additional rules and procedures (they cannot supersede the documents). That said, I think it would be better to amend your Bylaws to address this, as in "if a board member resigns or is recalled before his/her term ends, the board may appoint an eligible homeowner to serve out the term." In fact, perhaps now is the time to commission a special committee to review the documents to see what else it doesn't address. They don't have to address everything (otherwise no one would read them, let along comply with them), but you could work with your association attorney to set priorities on what should be addressed sooner rather than later and deal with the rest later.

Hi Everyone,

Sorry it took so long to respond. So to answer everyne's questions. The Select Group are the about 60% of the community. Our by laws have certain things spelled out yet it seems if your friends with the board member anything you ask is appproved even if it says specifically you can't.

Our by laws say if you are in areeas with your HOA dues you can't vote at the Board meeting or run for office yet oddly one of the board members was just that and the only way I know that is because I was their voting proxy due to their work commitments and I was informed they couldn't vote yet magically they were elected to a position. There is a suspicion this was fixed.

There are other instances but at the end of the day this person is exhibiting very Toxic behavior which is the bottom line and yes the discuson is basically do we ask them to resign and give them the opportunity or do we just go in full force and call a meeting for this sole purpose?

Hopefully I explained it as best as I can.

Sound advice.

It does sound like there are issues with the board that need to be addressed - I'd probably be part of the group who wanted to something about it.

But here's the thing. It sounds like this isn't a problem with the one director, it's a problem with the entire board. No single board member controls what happens, since that person has only one vote. If he's making bad decisions and the other board members are going along with it, they're all at fault. So you're potentially looking at replacing the entire board. Tread carefully, because the last thing you want is to find yourself with no board members at all.

If the group pressing for change has willing volunteers, then their first order of business is to learn what being on the board is all about. A recall-and-replace action is kinda a qualifying exam for the position - if you don't understand how it works, then you probably don't understand a lot of what you need to know. Boards run multi-million dollar corporations that are regulated by law. It's a big deal, and boards can get their communities into legal trouble through good intentions founded on inadequate knowledge.

That said, here's the broad overview.

Most community associations handle this in much the same way, although the details will depend on what your bylaws and state laws governing community associations and/or non-profit corporations say. If you want to replace some or all of the board, it usually requires calling a Special Meeting of the Membership. Typically you must provide adequate notice to the membership, and the notice must specify the purpose/agenda of the meeting. You must achieve quorum to hold the meeting, same as with the annual meeting. You must comply with your community's election requirements. And you must not conduct any other business at the Special Meeting besides the recall and replace actions. Missing any one of these pieces will invalidate the whole thing, and the current board will remain in place.

It's often less work to replace board members via the annual meeting and attrition. This may or may not work better in this case, it depends on the details. As I said above, this sounds to me like a board problem, not an individual director problem. But I don't know any of the players, so that may not be accurate.

Tim's list looks wonderful.

Still, a third alternate is to start at the very basic level of a bunch of you writing an information petition as I suggest above and submitting it to the Board at an open meeting. If GA doesns't require open meeting software the board, send it to the proper persons. Only use one signature per household. Tell the Boar in your petition that your owners want answers to the following questions. List them and request a date by which the Board should respond.

Again, n do NOT focus on "toxic behaviors but solely on the violation of your governing docs. If something like this doesn't get some action, sure, what for an election or try a recall.