Removing Board Members

Started by RonnieP1 • 20 replies • 262 views

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RonnieP1 (New Jersey)
Posts: 2

Posted:

There are five (5) board members on our board. We have a monthly evening meeting and exchange numerous texts and emails each day. One member refuses to attend meetings and blames it on her work schedule. (I doubt this is true every single month.) She does none of the work and the rest of us have to pick up her share. She attended one open meeting this year where the discussion was about taking out a loan. It was the first time two (2) of us even met her! She sat there scrolling through her phone during the meeting and had nothing to contribute. Only on very rare occasion does she respond to texts/email. I doubt that the membership is aware of any of this. I'd like to get her off the board. Our By-Laws allow for removal by a board majority if the member misses more than three (3) regular meetings in one year. She missed all of them! Two of her friends are on our board. Have any of you dealt with this or a similar situation?

TimB4 (Tennessee)
Posts: 21,062

Posted:

Removing the individual will simply cause you more issues and, perhaps, divide the membership.

Other than not sharing the work load, the individuals absence has minimal effect on the board.
I have the impression that there is still a quorum of Directors when you meet, so business can be conducted.

I wouldn't like it either, but I would simply ignore their absence and move on with the business of the Association.

On a side note, when I was on my board in Virginia, I was working nights and it was difficult to attend evening board meetings without taking an hour or two of leave. I point this out as not everyone works 9 to 5. Add in family schedules, it's possible that your meeting times simply don't mesh with their schedule.

At the next meeting they show up at, ask when they are available for a meeting and adjust your schedule to accommodate theirs if you really want their input and involvement.

KerryL1 (California)
Posts: 14,550

Posted:

I'd be unhappy too. But, between her & her 2 board buddies, it seems you cannot declare her seat vacant. I assume her absences are noting in every set of meeting minutes.

Asking her what meeting times would work for her, as Tim suggests, is a good idea to try.

A director serving most of a term due to a vacancy also attended very few Board meetings and when she did, she had noting to contribute. This ws noticed by ownrs and, of course, was recorded in the meeting minutes. She ran for reelection and didn't attend Candidates Night.

No longer on the Board, I nonetheless sent campaign beasts to about 20 owners suggesting they vote for one of the incumbents, for two new candidates. I was sure one of them would in anyway. But not the other. The non-contributor lost in her bid for reelection a few weeks ago.

But could it be the "numerous texts & emails everyday" are way more than she expected she can handle? I'd be off your Board very quickly.

You do not have a property manager who handles routine matters? When I see this everyday teaxt/email habit, I feel that the board needs to craft some policies to handle certain matters. Every day seems excessive.

PatJ1 (North Carolina)
Posts: 15

Posted:

Was this board member elected by the membership during the annual meeting or appointed?

TerriS6 (California)
Posts: 3,284

Posted:

Our bylaws state if a director misses 3 board meetings, his seat shall be declared vacant.

KerryL1 (California)
Posts: 14,550

Posted:

I was wondering if that wording is in Ronnie's. But even if it is, wouldn't the board have to vote her seat as vacant because, etc.??

And it looks like only 2 would vote that way??

TerriS6 (California)
Posts: 3,284

Posted:

Quote:

Posted By KerryL1 on 11/16/2024 3:45 PM
I was wondering if that wording is in Ronnie's. But even if it is, wouldn't the board have to vote her seat as vacant because, etc.??

And it looks like only 2 would vote that way??

No, because (in our case) the membership voted to approve the bylaws. The board is under obligation to remove the director absent 3 meetings. Similarly, when bylaws state a majority of the board shall constitute a quorum, the board doesn't vote on that issue again. It seems it would be a matter if enforcing the bylaws if the board does not declare the seat vacant.

KerryL1 (California)
Posts: 14,550

Posted:

Hm, that makes sense. I think I would depend on the exact wiring in Ronnie's that maybe Ronnie'll share.

I just haven't hear about the wording at the board meting to declare the seat vacant. Interesting. The president would simply announce something like: "For the record, due to three absences [ name dates] from regular Board meetings, per Bylaw 3.2.1, [ verbatim citation] the director seat occupied by xxx xxx is vacant effective immediately."

TerriS6 (California)
Posts: 3,284

Posted:

Sounds exactly as I would expect.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

PatJ asked this question:

Was this board member elected by the membership during the annual meeting or appointed?

KerryL1 (California)
Posts: 14,550

Posted:

Well....I don't think it matters how the person was seated on the Board if the seat is vacant due to three absences (or whatever the exact Bylaws wording), it's vacant.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

As I understand the common misses 3 or more meetings in a row, most docs say without an excuse.

As per the OP's issues, the BOD Member mentioned is harmless so let it be unless they are a swing vote.

KerryL1 (California)
Posts: 14,550

Posted:

But, Bonnie says 3 in one year. I don’t know what point you’r trying to make, JohnC?

If she & her 2 fru iends do show up, Bonne, wouldn’t they outvote you other two on certain matters?

KerryL1 (California)
Posts: 14,550

Posted:

But, Bonnie says 3 in one year. I don’t know what point you’r trying to make, JohnC?

If she & her 2 fru iends do show up, Bonne, wouldn’t they outvote you other two on certain matters?

DeanJ
Posts: 1,786

Posted:

Ideally your board should be discussing meeting dates and times when all the board may attend. That might mean the board has to adjust the times on short notice to facilitate a members work issues.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Kerry

As I understand it, most docs say a BOD Member is automatically removed if they miss 3 BOD Meetings in a row without a written excuse.

BillD16 (Texas)
Posts: 973

Posted:

Quote:

Posted By RonnieP1 on 11/16/2024 12:08 PM
There are five (5) board members on our board … Our By-Laws allow for removal by a board majority if the member misses more than three (3) regular meetings in one year. She missed all of them! Two of her friends are on our board. Have any of you dealt with this or a similar situation?

So: you could theoretically remove her. But it’s unlikely you’ll ever get a majority to make that happen.

Someone was asking if this person had been elected or appointed? I believe the point they were attempting to make is that according to some HOA bylaws, appointed Board members only serve until the next annual election meeting.

I can see how this person could be problematic. Even if she doesn’t vote{1}, with 5 Board members where two of them are friends, some critical measures may be stuck or never even proposed because of a 2-2 blocking vote.

Is Ms. No-show a felon, maybe? Texas law has a provision: “209.00591: If a board is presented with written, documented evidence from a database or other record maintained by a governmental law enforcement authority that a board member was convicted of a felony or crime involving moral turpitude not more than 20 years before the date the board is presented with the evidence, the board member is immediately ineligible to serve on the board of the property owners' association, automatically considered removed from the board, and prohibited from future service on the board.” Probably not helpful, alas.

The only other thing I can think of is that HOA bylaws tend to allow a Board member to be removed from the Board if enough members will sign a petition asking for it. You’ll need to Check Your Governing Documents (CYGD).

Pragmatically, maybe you can convince or shame this person into stepping down? I don’t mean “be cruel”. But perhaps she is unaware that she’s unwittingly blocking progress on some important stuff?

I’ll agree with JohnC that aggressively going after a Board member can be disruptive.

Bill

{1} Most governing documents would prohibit it. But who knows how creatively the governing documents here are written or interpreted?

HOA Board ex-President
Austin, Texas USA

“You can’t put too much water in a nuclear reactor”

CathyA3 (Ohio)
Posts: 6,299

Posted:

You may want to double-check the wording of your bylaws. If they say something like "3 unexcused absences from board meetings are deemed to be a resignation", then I don't believe that the board needs to take any action whatever. The person has resigned by her own actions, and her supporters can't do anything about this. The only thing that should be done is document the resignation in the minutes.

Of course, you'll have to consider what happens if the person then decides to show up at the next board meeting. Because you know she will.

Given that this person's absence generally doesn't affect your ability to conduct business, I agree with others that less drama is better. Ignore her, plan to support other candidates when her term expires, and the problem will resolve itself. Yes, some important votes may end up tied as a result. This is called a campaign issue - she's handing her opponents a good reason for the community to vote for one of them.

KerryL1 (California)
Posts: 14,550

Posted:

Look, Ronnie asserts that her Bylaws say: "Our By-Laws allow for removal by a board majority if the member misses more than three (3) regular meetings in one year." If. cited correctly, it does NOT matter if she was appointed or elected.

It does not matter if bylaws in other HOAs say 3 consecutive. It does not matter if other bylaws say without an excuse.

So....Ronnie can show the exact citation if her OP is incorrect. But if the bylaws truly say by a Board majority, then, how will you achieve that, Ronnie?

GregoryT1
Posts: 315

Posted:

Hi Ronnie,

I am a neighbor in NJ. Great suggestions from everyone.

Ronnie this discussion works better when it's interactive. There was some outstanding questions the folks asked.

Also you mentioned there are emails and texts between the board members. That is great communication flows. However I believe decisions cannot be made in the emails and texts.

Also NJ is an open meeting state. Are the association members showing up to hear the board meeting? Do you have open board meetings? Meeting minutes are being distributed? Those are tools to show how competent the board members are and allows the assn members to make decisions when it comes to elections. Instead of removing the individual they might naturally get voted out. Also do you have people you know who can run next time? This non contributing member has other board members. Maybe you can recruit to get others to run.

DeanJ
Posts: 1,786

Posted:

I am just one of a three member board, but when a member needs to miss a meeting for any reasonable cause (vacation, business, illness,) they simply advise they will be absent and the reason. . The other 2 board members decide if the absence was for reasonable and its recorded in the minutes as an excused absence.

If absences become an issue, it would be recorded the member was an unexcused absence.

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