Removal of HOA board member

Started by ErnestineZ • 16 replies • 467 views

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ErnestineZ (Texas)
Posts: 1

Posted:

Our HOA By Laws states: "Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officers so removed." I need an interpretation of this.

MelissaP1 (Alabama)
Posts: 13,836

Posted:

The board can vote to remove a board member or officer on the board. Person is still a member.

Former HOA President

CathyA3 (Ohio)
Posts: 6,299

Posted:

An officer can be removed by the board since the board appoints officers. It would be VERY unusual for the board to be able to remove that person from the board - that's usually a right reserved for the membership alone. An HOA attorney would know this, so I assume someone misunderstood what the lawyer said.

Example:

Director Joe is proving himself to be unfit for board service and is an all-around pain in the rear. Director Joe has been appointed Treasurer (his officer position). The rest of the board decides that they don't trust Joe with the HOA's money, so they vote to remove him from the Treasurer position. Joe is still a director/board member, though. The only ones who can remove him from the board are the homeowners, either through a recall or by voting for someone else when Joe's term expires.

TimB4 (Tennessee)
Posts: 21,062

Posted:

Keep in mind that Directors and Officers are two different positions.

Directors, typically elected by the membership, make the decisions for the association.

Officers are appointed by the board, typically from amongst themselves, and implement the decisions the board makes.
Officers also carry out the day to day tasks of running the Association.

These are two different positions.
When one person serves as both Director and Officer, they essentially have two jobs.

Officers (President, VP, Secretary, Treasurer, etc.), because they were appointed by the board, may be removed by the board.
HOWEVER, if they are also serving as a Director, they would still be a Director and have a say/vote in the decisions of the board.

Directors can only be removed by those who elected them OR appointed them.
An individual may have been appointed to serve as a Director is there was a vacancy.
IF an individual was appointed to fill a vacancy, then that one individual may also be removed by the board.

KerryL1 (California)
Posts: 14,550

Posted:

Tim wrote: "Directors can only be removed by those who elected them OR appointed them.... IF an individual was appointed to fill a vacancy, then that one individual may also be removed by the board."

My HOA's amended Bylaws state (unlike our old Bylaws) that directors/board members appointed by the Board may only be removed by a vote of the owners.

I think I read elsewhere here that this might be a requirement in some states? Maybe Cathy?

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By TimB4 on 03/19/2024 6:02 AM
Keep in mind that Directors and Officers are two different positions.

Directors, typically elected by the membership, make the decisions for the association.

Officers are appointed by the board, typically from amongst themselves, and implement the decisions the board makes.
Officers also carry out the day to day tasks of running the Association.

These are two different positions.
When one person serves as both Director and Officer, they essentially have two jobs.

Officers (President, VP, Secretary, Treasurer, etc.), because they were appointed by the board, may be removed by the board.
HOWEVER, if they are also serving as a Director, they would still be a Director and have a say/vote in the decisions of the board.

Directors can only be removed by those who elected them OR appointed them.
An individual may have been appointed to serve as a Director is there was a vacancy.
IF an individual was appointed to fill a vacancy, then that one individual may also be removed by the board.

This is how our Bylaws read.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

Posted By KerryL1 on 03/19/2024 10:01 AM
Tim wrote: "Directors can only be removed by those who elected them OR appointed them.... IF an individual was appointed to fill a vacancy, then that one individual may also be removed by the board."

My HOA's amended Bylaws state (unlike our old Bylaws) that directors/board members appointed by the Board may only be removed by a vote of the owners.

I think I read elsewhere here that this might be a requirement in some states? Maybe Cathy?

Yes. Here appointed board members are in all respects identical to elected ones. They serve out the remainder of the open term they were appointed to (this preserves the staggered terms) and they may only be removed by the membership.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

Posted By CathyA3 on 03/19/2024 12:01 PM

Should have added that if the board is able to remove an appointed director, then that director is more likely to go along with the rest of the board rather than voting independently according to what they think. So you tend to lose diversity of viewpoints.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Basically our Bylaws say a member of the BOD can be removed by those that put him/her there. If elected by the owners then only the owners can remove (recall) them. If appointed by the BOD then the BOD can remove them.

DouglasK1 (Florida)
Posts: 2,046

Posted:

Quote:

Posted By ErnestineZ on 03/18/2024 11:46 PM
Our HOA By Laws states: "Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officers so removed." I need an interpretation of this.

Nobody seems to be addressing the bolded portion of the OP. I have no idea what this means, any takers?

Escaped former treasurer and director of a self managed association.

KerryL1 (California)
Posts: 14,550

Posted:

With Cathy, the reason we changed our Bylaws from the traditional way, as in JohnC's, is exactly as Cathy says: It's too easy for a unethical board to hold the threat of removal from the board over the head of "their" " appointee if that person doesn't "go along" with that Board.

So, yes: My HOA's amended Bylaws state (unlike our old Bylaws) that directors/board members appointed by the Board may only be removed by a vote of the owners.

Good one Douglas: I can't grasp what "contract rights" means in this context. Could it mean that some officers are somehow contracted to be officers?? Is "contract. rights' defined anywhere in your governing documents, Ernestine?

CathyA3 (Ohio)
Posts: 6,299

Posted:

I'm guessing "contract rights" refers to the rights guaranteed by the CC&Rs or bylaws. An appointed or elected person does not have a right to a board or officer position. They only have the right to seek election (with some exceptions, such as people who are delinquent in their assessments may be prohibited from serving). The position itself does not belong to the person. The person only has a right to be treated in accordance with the community's governing documents.

The board has to follow proper procedures, in other words. No playing fast and loose, or making it up as they go along.

But that's a guess, since I haven't seen that term used around here.

KerryL1 (California)
Posts: 14,550

Posted:

Part of what puzzles me is "Contract rights, if any...." So... all owners could be said to possess "contract rights," viz. the CC&Rs. but, what's the "if any," part? Perhaps officers don't have to be Assoc. members to serve as officers??

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By ErnestineZ on 03/18/2024 11:46 PM
Our HOA By Laws states: "Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officers so removed."

I expect this is referring to a situation where say a person is paid under contract to serve as treasurer. The phrase means, for one, the HOA may have to pay for the remainder of the contract in order to lawfully remove the officer.

I see this wording appears in many states' nonprofit corporations statutes, in the 'officers' sections.

NancyZ1 (Hawaii)
Posts: 5

Posted:

"Any officer elected or appointed by the Board of Directors...."

Only officers who've been elected or appointed by the Board can be removed by the Board. Directors are generally elected by the membership and most bylaws only allow removal of a duly elected director by a vote of the membership.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Typically:

One gets on a BOD by being elected by fellow association members or by appointment by the BOD to fill a vacancy.

BOD Members only elect their officers.

An Officer can be removed from that position by calling for a BOD election but they could be re-elected. Regardless, they are still a member of the BOD no matter how the election turns out.

A member of the BOD appointed to the BOD can be removed by the BOD.

A member of the BOD elected by members can be recalled only by the members.

As I said, typically.

KerryL1 (California)
Posts: 14,550

Posted:

JohnC wrote "typically," which is a good thing since CAlif & Ohio boards may NOT remove directors whom the board appoints. Only Owners may remove them.

I don't know about Texas.

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