voting out our BOD followup

This supersedes our bylaws since it came after our deed and is SC state law. It seems we only need one more vote to get them out, than they needed to get in. They did not have a quorum at their election meeting. They did not adjourn or reconvene. They took a vote from h/o present to keep going and they had sixty-six votes to get in.
We sent a certified letter to each director saying we wanted a special meeting three weeks ago and we have not heard any reply. My question is can homeowners meet (which we are on May 13th) and vote them out without the actual board of directors showing up? Would that Special meeting count if the BOD do not come? If we adjourn next week's meeting and reconvene a second time, would it reduce our quorum needed??

2013 So. Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
CHAPTER 31 - SOUTH CAROLINA NONPROFIT CORPORATION ACT
SECTION 33-31-808. Removal of directors elected by members or directors. Universal Citation: SC Code § 33-31-808 (2013)

(a) The members may remove one or more directors elected by them without cause.
(b) If a director is elected by a class, chapter, or other organizational
unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping.
(c) Except as provided in subsection (i), a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors. (66 were enough to elect the entire 5 BOD; so 67 votes in person or by proxy should be enough to remove).
(d) (irrelevant -we do not have cumulative voting)
(e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.

(f) In computing whether a director is protected from removal under subsections (b) through (d), it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election. (66 max votes in 2022 election)

(g) An entire board of directors may be removed under subsections (a) through (e).

We are an owner-owned POA with 231 homes...had prior topic on this forum (2-3 weeks ago) as to removing our BOD but now there has been no reply to our petition for a special meeting. We scheduled a meeting for May 13th at our clubhouse. If they don't reply after 4 weeks, can we continue without them? And yes, most homeowners are apathetic and have never gone to a BOD meeting, which is why we did a mass mailing and secured proxies.

Of course the owners can run their own meeting, assuming quorum is met. The board does not have to be present, and even if the board is, the board has no powers at the meeting. The president might have certain powers at the meeting.

The problem is getting the board to recognize the results of the meeting. Given the board's conduct so far, it sounds like getting the board do recognize the outcome of the meeting will require an attorney.

Your declaration will provide the requirements for the members to call a meeting. If you don’t meet that requirement, the SC law does not allow you to call the meeting.

If you meet the requirements to call the meeting, then you can remove by a simple majority vote. 66 has no bear8ng on this process.

So what happens when you have rogue directors who did not comply with election requirements or preserve records, and you have no idea how many votes they received? Surely that *never* happens... /s

(Cathy's Rules for Life #2: Nobody thinks ten minutes beyond their own noses.)

(c) Except as provided in subsection (i), a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting.

You didn’t need 66 votes to elect the director. You need a quorum and 50% + 1 was required to elect.

Thank you DeanJ, that's exactly what I wanted to know. I needed an interpretation of that South Carolina ruling. We will go for the full quorum.
I was curious about part (f).
The ruling (f) seems to state that it's presumed that the number of people wanting them to "remain on the board" is equal to the number of votes they received at their last election.

Contrary to what everyone else says(which is 118), I felt that if we got at least a few more proxies to vote them out than they actually received to vote them in, it would be sufficient. The 5 of us working on this all wanted 70 votes/proxies or more.

But now that we submitted the petition for the special meeting, we are being threatened with "civil and criminal lawsuits" by the management company for creating a wave in the community of dissatisfaction. The management company sent out an email blast blaming four or five people getting petitions and proxies as troublemakers... And for possible slander against the five directors even though we have not slandered anyone, we're just frustrated and dissatisfied.

I just typed a letter to drop out at this point, but I am not sure, what my responsibility is as far as the proxies that I have received in my name.
Any advice is welcome.

I'm not sure what Dean means. When we went around for our 10 % petition, we started gathering printed proxies to vote the five board members out and vote for 5 of 6 of us in, as the new directors. We will turn over the Proxies at the special meeting if we get an opportunity and are not shut out.

This is why we encourage people who want to oust problem boards to work with a knowledgeable attorney.

As Dean said, there is a prescribed procedure for doing this. Skip a step or make a mistake, and your entire effort is invalidated. Logic and "fairness" have nothing to do with it - it's strictly what the law says.

And with threats of lawsuits in the air, you really want to work with an attorney. Sure, the management company is probably just blowing smoke, but you don't want to rely on "probably". Lawsuits are expensive things to get wrong.