What are the grounds to remove a rogue board member

BarbaraD13 (Texas)
Posts: 46

Posted:

Background- Texas POA of 109 SFH.
History- check my past posts- we ran a campaign to vote out a toxic board with partial success
Problem- we have one board member remaining who "controls" 2 others on a 7 member board. One other member is ambivilent to the situation.

Issue- This board member is a past president, has stated on numerous occasions and on video that he feels we only have to follow HUD rules (we are a 55+ community) and that we do not have to follow any Texas laws. He feels that we don't have to allow ANY rentals, that we can just put liens on people that don't clean the weeds between their fence and the perimeter fence, we can fine people as we see fit and that the board can decide who can and cannot live here.

He feels that unless your name is on the deed, you are renting. (Children who buy houses for their parents to live in, trusts, unmarried domestic partnerships are all considered rentals in his eyes.)

He and his two followers are obstructing the new president, secretary and other board member by denying access to records. Their response to any question is (that the previous president) has everything, which he does not because he was also railroaded and gaslighted.

Any advice on how to proceed?

SheliaH (Indiana)
Posts: 6,964

Posted:

Do what you did before - rally together your neighbors and vote these people out. The president is clearly an asshole, but the two who are minions aren't any better. For that matter, why hasn't the rest of the board outvoted this character? Last time I checked, 4 is greater than 3 (the former president and minions).

You could wait until the next election,, but I'm more concerned about his refusal to give the new members access to records. Those are association records,, not hix personal property. Looks like you'll have to do a recall. This may be trickier than waiting until 5he next 3l3ction, so make sure you and your neighbors are up to 5his, because it can get very ugly.

Read your documents to see what it says about calling a special meeting to discuss this behavior and tsje a vote. You will need people ready to step in and take over, and as I always say about this stuff, one of them may have to be you.

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

CathyA3 (Ohio)
Posts: 6,299

Posted:

Homeowners can remove board members for any reason or no reason at all. Just make sure you actually have someone willing to replace the ousted member.

One comment: if the rest of the board is being "controlled" by one or two members, then that is totally the fault of the rest of the board. Each director has one vote, and nobody's vote counts more than anyone else's. If they can't stand up to controlling colleagues, maybe they're not qualified for the job (being able to handle blowback, whatever the source, is an important skill for any board member).

As far as the problem board member, he's wrong that 55+ can ignore state laws. He may be sort-of correct about the deed business. Other posters from Texas have said that if one spouse is on the deed and the other is not, then the other is not considered an owner (this is different from my state). Where he's probably wrong is that the non-owner spouse is a renter. Many CC&Rs don't address non-owning spouses or other adults living with the owner (such as unmarried partners, aka common law spouses which may not be recognized by state law). But that doesn't make them renters as defined by a state's landlord-tenant law if they haven't signed a lease. They're in a kind of legal limbo, as far as I can tell - they have some rights (the owner can't just chuck them out with no warning) but they don't have the guaranteed protections enjoyed by a bona-fide tenant. And the CC&Rs' rental restriction, if there is one, may not apply to these folks - although it probably should. These are legal questions and I'm not a lawyer.

KerryL1 (California)
Posts: 14,550

Posted:

You're not on the Board, right? I don't recall. Does your HOA have an MC? The records issue is major....to my mind. The board majority -- 4, right!!?? --- needs to vote to have the HOA attorney write a letter to that man or all 3 demanding that they turn over records to the Board.

The Board majority also might vote to have the HOA attorney present an HOA 101 seminar to the Board. As I recall, the new directors that y'all worked so hard to get elected are all quite inexperienced?? The/the entire Board needs training of some kind!!

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By BarbaraD13 on 03/14/2024 6:07 PM
Background- Texas POA of 109 SFH.
History- check my past posts- we ran a campaign to vote out a toxic board with partial success
Problem- we have one board member remaining who "controls" 2 others on a 7 member board. One other member is ambivilent to the situation.

I expect Mr. Ambivalent is not going to help the "rabble rousers." Hence I expect a majority of directors control (sic) the board, including access to the HOA attorney. Though the minority can certainly try to, say, get the President to contact the HOA attorney to have the HOA attorney weigh in and maybe give instruction.

Otherwise with a majority in control, your options are to campaign intensely for either a recall (very difficult) or replacement of these directors at the next annual election.

BarbaraD13 (Texas)
Posts: 46

Posted:

Quote:

Posted By ElleN on 03/15/2024 9:22 AM

Posted By BarbaraD13 on 03/14/2024 6:07 PM
Background- Texas POA of 109 SFH.
History- check my past posts- we ran a campaign to vote out a toxic board with partial success
Problem- we have one board member remaining who "controls" 2 others on a 7 member board. One other member is ambivilent to the situation.

I expect Mr. Ambivalent is not going to help the "rabble rousers." Hence I expect a majority of directors control (sic) the board, including access to the HOA attorney. Though the minority can certainly try to, say, get the President to contact the HOA attorney to have the HOA attorney weigh in and maybe give instruction.

Otherwise with a majority in control, your options are to campaign intensely for either a recall (very difficult) or replacement of these directors at the next annual election.

Thanks all. To answer questions-
1. No I am not on the board as I was not "allowed" to be on the ballot as I do not reside here for at least 9 months.
2. We do not have a managing company
3. We do not have an HOA attorney

1 of the newly elected directors is a past president. The other 2 have no HOA experience but have life experience that relates to management that the other members do not.

I believe we will be reaching out to an atty.

Where can I find information on HOA board training??

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By BarbaraD13 on 03/15/2024 11:20 AM
I believe we will be reaching out to an atty.

I do not believe your group (who is not the board) has any legal grounds (for the issues named in this thread) to challenge the decision-making of an apparent rogue-majority here. Instead your recourse is either recall or replacement at the regular annual election.

KerryL1 (California)
Posts: 14,550

Posted:

Start with davis-stirling.com & their excellent collection of 2 minute videos. See their home page, "Videos." Scroll and you’ll see some useful titles, e.g.. “Fiduciary Duties of HOA Boards of Directors”; “Governing Documents—What Are They?”; “HOA Meeting Minutes,” and many more. see more references at. "Getting New Board Members Up To Speed" by Susan of Calif. of a few days ago. Don't miss Terri's last reference, which looks promising.

but in all honesty, I'm seeing in my mind a a very inexperienced Board of the new "Good guys," who are soooo new to HOA matters & meetings, that Mr. JerkFace a can bully them. He yaks about actual agenda items that need votes by the Board ??? If not, WHY is he blabbering about them at board meetings. The purpose of the meetings is to conduct the business of the HOA. If he's trying to bully them online, the president & rest of the Board can make an agenda item that discussions among board members about assoc. biz will only occur at the appropriate board meeting.

The good guys should place items of business ON the monthly board meeting agendas. On must be HOW to get assoc.. records. The procedure by which the board should act.

I do now remember that your HOA has no property manager and no general HOA attorney counsel. Sooooo the ONLY support your newbie has is from well-meaning supporters. BUT they need knowledgeable support. An HOA attorney can fairly quickly put all of Mr JF's "opinions" in the trash bin. Such a professional can guide the board into setting priorities:
WHAT does the Board NEED to accomplish first, second, etc.

So--either the Board votes to interview 2-3 HOA legal firms to hire on retainer or to provide one or more "training sessions' to all board members. Firms will be interested in perhaps a short-term gig in hopes that thy'll have you as Clients later. Is there $$$ in the budget to do this?

If not enough $$, the good-guy directors and all supporters chip in to buy an HOA attorney's time o train the board in one or two seminars. Again such a firm may e interested in hope of future new clients.

Some readers here would thrilled for you all, and envious that joint action among owners did indeed get rid of a secretive, abusive, and arrogant Board. This new Board must learn what do to now the they've "caught the car." I sense they're adrift an you may even lose them if prof. help isn't on the way.

Do some of you supporters speak up a one forum during board meetings?

BillT13 (Florida)
Posts: 1

Posted:

Quote:

Posted By CathyA3 on 03/15/2024 6:05 AM
being able to handle blowback, whatever the source, is an important skill for any board member

You should see the level of vitriol I get from the president after I stopped his attempt at filing a lawsuit without a membership vote and the justification he was going to use to weasel around the CCRs. Hilariously I never got an answer on how he intended to weasel around state law.

BarbaraD13 (Texas)
Posts: 46

Posted:

Quote:

Posted By ElleN on 03/15/2024 11:43 AM

Posted By BarbaraD13 on 03/15/2024 11:20 AM
I believe we will be reaching out to an atty.

I do not believe your group (who is not the board) has any legal grounds (for the issues named in this thread) to challenge the decision-making of an apparent rogue-majority here. Instead your recourse is either recall or replacement at the regular annual election.

Our group created the new board, 3 of the new board members were elected from our group. We have consulted an atty and he agrees we (the board ) must remove this dangerous individual who has been violating the fair housing act it appears. His vision of "right of first refusal" is the decide who can or cannot buy a house here. He has repeatedly said "we don't want those people in here". Who 'those' people are, you can use your imagination on that one.

We now have the ambivalent board member on our side and since he was appointed to the board, rather than elected, he will be removed by the board of directors next month.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

Posted By BarbaraD13 on 03/19/2024 3:33 AM
... snip ....
Our group created the new board, 3 of the new board members were elected from our group. We have consulted an atty and he agrees we (the board ) must remove this dangerous individual who has been violating the fair housing act it appears. His vision of "right of first refusal" is the decide who can or cannot buy a house here. He has repeatedly said "we don't want those people in here". Who 'those' people are, you can use your imagination on that one.

We now have the ambivalent board member on our side and since he was appointed to the board, rather than elected, he will be removed by the board of directors next month.

That may be, but your group has no more authority than any other homeowners in your community.

I've seen that happen in my and other community. A group supports board candidates who get elected, after which the group believes that they are in charge. They are completely wrong about this since it is contrary to laws governing the operations of non-profit corporations. They are not Advisors to the Board (unless actually appointed as such in an open meeting). They are not Junior Board Members-in-Training. They are Homeowners With Opinions, and they often make new board members' jobs harder than they need to be.

This board member may be All the Bad Things - I can't believe anyone nowadays would actually refer to "those people"(*) out loud. But I'd want to be very sure that the board actually has the authority to remove this person. I gather that in some states, appointed directors can be removed by those who appointed them, but in other states such as mine, appointed directors are in all respects equivalent to elected ones and can only be removed by the membership.

In general, it can be easier to isolate and work around a single board member who's the odd man out if there's any chance that this person would challenge his removal legally. It all depends on how much damage he's doing where he is vs. how much damage he can do as a regular homeowner without any fiduciary duty to the association.

(* Everybody is "those people" to somebody else.)

BarbaraD13 (Texas)
Posts: 46

Posted:

Quote:

Posted By CathyA3 on 03/19/2024 6:43 AM

Posted By BarbaraD13 on 03/19/2024 3:33 AM
... snip ....
Our group created the new board, 3 of the new board members were elected from our group. We have consulted an atty and he agrees we (the board ) must remove this dangerous individual who has been violating the fair housing act it appears. His vision of "right of first refusal" is the decide who can or cannot buy a house here. He has repeatedly said "we don't want those people in here". Who 'those' people are, you can use your imagination on that one.

We now have the ambivalent board member on our side and since he was appointed to the board, rather than elected, he will be removed by the board of directors next month.

That may be, but your group has no more authority than any other homeowners in your community.

I've seen that happen in my and other community. A group supports board candidates who get elected, after which the group believes that they are in charge. They are completely wrong about this since it is contrary to laws governing the operations of non-profit corporations. They are not Advisors to the Board (unless actually appointed as such in an open meeting). They are not Junior Board Members-in-Training. They are Homeowners With Opinions, and they often make new board members' jobs harder than they need to be.

This board member may be All the Bad Things - I can't believe anyone nowadays would actually refer to "those people"(*) out loud. But I'd want to be very sure that the board actually has the authority to remove this person. I gather that in some states, appointed directors can be removed by those who appointed them, but in other states such as mine, appointed directors are in all respects equivalent to elected ones and can only be removed by the membership.

In general, it can be easier to isolate and work around a single board member who's the odd man out if there's any chance that this person would challenge his removal legally. It all depends on how much damage he's doing where he is vs. how much damage he can do as a regular homeowner without any fiduciary duty to the association.

(* Everybody is "those people" to somebody else.)

BarbaraD13 (Texas)
Posts: 46

Posted:

Quote:

Posted By CathyA3 on 03/19/2024 6:43 AM

Posted By BarbaraD13 on 03/19/2024 3:33 AM
... snip ....
Our group created the new board, 3 of the new board members were elected from our group. We have consulted an atty and he agrees we (the board ) must remove this dangerous individual who has been violating the fair housing act it appears. His vision of "right of first refusal" is the decide who can or cannot buy a house here. He has repeatedly said "we don't want those people in here". Who 'those' people are, you can use your imagination on that one.

We now have the ambivalent board member on our side and since he was appointed to the board, rather than elected, he will be removed by the board of directors next month.

That may be, but your group has no more authority than any other homeowners in your community.

I've seen that happen in my and other community. A group supports board candidates who get elected, after which the group believes that they are in charge. They are completely wrong about this since it is contrary to laws governing the operations of non-profit corporations. They are not Advisors to the Board (unless actually appointed as such in an open meeting). They are not Junior Board Members-in-Training. They are Homeowners With Opinions, and they often make new board members' jobs harder than they need to be.

This board member may be All the Bad Things - I can't believe anyone nowadays would actually refer to "those people"(*) out loud. But I'd want to be very sure that the board actually has the authority to remove this person. I gather that in some states, appointed directors can be removed by those who appointed them, but in other states such as mine, appointed directors are in all respects equivalent to elected ones and can only be removed by the membership.

In general, it can be easier to isolate and work around a single board member who's the odd man out if there's any chance that this person would challenge his removal legally. It all depends on how much damage he's doing where he is vs. how much damage he can do as a regular homeowner without any fiduciary duty to the association.

(* Everybody is "those people" to somebody else.)

In Texas, the Provisions in the Bylaws are followed. If no provisions regarding removal, then it reverts to the state rules.
Our bylaws state that the majority of the directors may remove a director and one verbal warning and one written warning.

And yes, "those people" in this case are persons that come in with cash, purchase a home and proceed to rent it out without regard. The process to correct this action and even collect dues is complicated by the fact they don't live in this country.
The other "those people" are snowbirds.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Thanks for clarifying.

I often add "yes, but..." info in posts. We have readers from all over, and they may assume that what's OK according to one thread will also be OK in their state. And they may act on this information which turns out to be incorrect in their community/state.

KerryL1 (California)
Posts: 14,550

Posted:

Barbara wrote: "We now have the ambivalent board member on our side and since he was appointed to the board, rather than elected, he will be removed by the board of directors next month." Can you clarify for me? Now that he's on your side,--- the good guys side-- why will be be removed from the board?? Doesn't it now have a 4-3 majority?

Also, please supply the exact wording of your Bylaws about removing directors.

I'm glad the new board members have consulted with an attorney--I hope the right kind of attorney.

BarbaraD13 (Texas)
Posts: 46

Posted:

Quote:

Posted By KerryL1 on 03/19/2024 10:41 AM
Barbara wrote: "We now have the ambivalent board member on our side and since he was appointed to the board, rather than elected, he will be removed by the board of directors next month." Can you clarify for me? Now that he's on your side,--- the good guys side-- why will be be removed from the board?? Doesn't it now have a 4-3 majority?

Also, please supply the exact wording of your Bylaws about removing directors.

I'm glad the new board members have consulted with an attorney--I hope the right kind of attorney.

Article VIII Section 5 Resignation and Removal. Any Director may be removed by a majority vote of the other directors after one oral warning and one written warning. Grounds for such removal shall be the Directors violation of the Covenants or not acting in accord to these bylaws. If you read my past threads, you will see the "grounds" (this Director feels he does not need to follow Texas Law and feels that "right of first refusal" means he gets to decide who buys a home. Multiple complaints regarding his obstruction of sales along with negligence of his duties.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By BarbaraD13 on 03/19/2024 11:02 AM

Posted By KerryL1 on 03/19/2024 10:41 AM
Barbara wrote: "We now have the ambivalent board member on our side and since he was appointed to the board, rather than elected, he will be removed by the board of directors next month." Can you clarify for me? Now that he's on your side,--- the good guys side-- why will be be removed from the board?? Doesn't it now have a 4-3 majority?

Also, please supply the exact wording of your Bylaws about removing directors.

I'm glad the new board members have consulted with an attorney--I hope the right kind of attorney.

Article VIII Section 5 Resignation and Removal. Any Director may be removed by a majority vote of the other directors after one oral warning and one written warning. Grounds for such removal shall be the Directors violation of the Covenants or not acting in accord to these bylaws. If you read my past threads, you will see the "grounds" (this Director feels he does not need to follow Texas Law and feels that "right of first refusal" means he gets to decide who buys a home. Multiple complaints regarding his obstruction of sales along with negligence of his duties.

Can you get a majority of your BOD to follow this procedure?