board voted in a new director ot to an office but just to fill an open vacancy on the board of 5 members.

After checking public records, we wish to retract the addition to our board.
How can we do this?

First, read you Bylaws and you. will see how Board may fill directors vacancies. If the Board acted accordingly, the person is IK to serve. If it says the person serves only till th next election, just wait and have your own candidates ready to run.

Hee and in your previous post I don't see that you've read your Bylaws and and don't know why you refuse to.

Your governing documents may have a clause that will allow the Board to remove a member and how to do it.

Again, what do your Bylaws say?

Typically a board may fill an open position, but once the board fills that position they cannot remove the person.

I say if the BOD appointed someone to fill a vacant position, the same BOD can vote to remove that person.

Expecting your Association is incorporated (most are but check to be sure), I Agree

See: 805 ILCS 105/108.35 (scroll down the page)

Per that section of statute (emphasis added):

(4) If a director is elected by a class of voting members entitled to vote, directors or other electors, that director may be removed only by the same class of members entitled to vote, directors or electors which elected the director.

Note: it will take a 2/3 vote of the board to remove.

Following up on my previous comment, this is another one of those things that seems neat and logical on the surface. That's until you think about the consequences.

Given how often people resign from the board, especially in condo associations, a savvy director could manipulate the letter of the law until he has the lion's share of the power. I assume this was not the lawmakers' intent. The sentence also seems to imply two classes of membership, which may not be consistent with the definition of ownership in the CC&Rs.

We could also have an interesting debate over the meaning of the word "may" in that statement in bold. "May" is often interpreted as permissive, as opposed to the word "shall". So I assume that the law is saying that the board may remove appointed directors but can defer to the homeowners if they wish. But the word "only" changes that interpretation.

But IANAL, so WDIK.

TimB4's citation corrects my earlier post.

Yes, I understand.

However, I was referring to the two classes of membership that was in the state statute you cited, namely directors or non-director owners (Ie., electors).

Note that this is logically problematic.

* Directors fall into both categories since they vote at the annual meeting.

* Directors won't remain directors, and electors can become directors.

So, if you want to draw a clear distinction between two groups, they have to be mutually exclusive. Yes, I'm thinking like a systems analyst. Don't hate me.

I suppose you could say that same thing about developers and owners, although that happens a lot less frequently.

I also think this statute is a problem because one of fundamental rights of ownership in an HOA is determining who is a director. The statute limits that right.

If I were trying to develop an expert system or AI to handle this, I couldn't do it because some of the specs are contradictory...

Based on Tim's citation, imo, we now need to know if ML8's governing documents, probably the CC&Rs, define "classes" of Ownership. Our originals did and as homeowners and developer. They had different privileges. Directors only were Class A as the Board comprised no homeowners only the developer and his people.

Once turnover occurred, there were no classes of voting members. To term directors, who basically after turnover are simply part of the homeowner "class" as a distinct class seems odd to me.

From long experience, I agree with Cathy: "In addition, allowing the board to remove a director further concentrates power in the hands of fewer than all directors." Ys, because of her below:

"It also discourages a diversity of opinion since the appointed director is more likely to rubber stamp the decisions of those that appointed him, rather than risk getting booted. This can lead to poorer decisions. You can also argue that the appointed director is less able to fulfill his fiduciary duty if he's worried about the consequences of speaking his mind."

This is why our restated Bylaws do not permit the Board to remove directors they appointed unless specific violations of the Bylaws occur.

What's also "real" in many Bylaws as in both our original & restated, is IF the Board may, but not "shall" fill vacancies, Owners may vote some one in.

Our CA HOA attorney strongly advised u to use the language we now use in our Bylaws. Think I recall the CA HOA attorneys at Davis-stirling.com also do.

It is far too easy for a rogue Board to make life hell for "reformer" to the point the latter resigns. Then the Board appoints someone who's a pushover rubber stamp. But, if that person grows a pair after learning how important the job is and starts disagreeing with the bad guys and, OMG, finds supporters in the membership. AND they can all wait a few months for a Owners election, how does it serve the corporation if the rogue Board can kick this director off the Boadr ???

Amen. The same dynamic can be used and misused. People often make decisions based on the intended benefits without considering what else can happen. And sometimes the negative consequences can outweigh the benefits.

It's sort of like term limits. Yeah, they force you to kick out the bad ones. They also force you to kick out the good ones - and is that a smart idea when good ones are in short supply?

Of course. I think this happens a lot.

Then again one person's "shenanigans" is another person's recognition that they have a smooth functioning board (with a vacant seat).
In my experience what you describe is idealized.

I think most HOA boards just want to get things done (hopefully consistent with the governing documents). I suspect most Boards do not really care if their procedural approach violates the bylaws, Declaration or state law. For unpaid, unskilled volunteers it's understandable, especially when amenities and infrastructure are extensive.

I reviewed our Bylaws and had forgotten the several reasons our Board may remove directors. Some may interests readers: Our HOA attorney recommended them.

(c) Authority of Board to Remove Directors. The Board shall have the power and authority to remove a Director and declare the office vacant if the Board discovers and determines that such director did not during the course of their candidacy, or does not, while serving as a Director, meet, or continue to meet, any Candidate Qualifications. The Board shall not have the power to remove from office any Director on the basis only that such person was appointed by the Board itself to fill a vacancy on the Board. Further, before any Board member is removed from office, such Board member will be provided with an opportunity to be heard at a hearing of the Board which conforms with the requirements of Corporations Code Section 7341. In addition to any provisions contained in the Election Rules as to Candidate Qualifications, the Board, by a majority vote of the Directors who meet all of the required qualifications relating to serving directors, may declare vacant the office of any Director if the Director:

1. Fails (unless excused by the Board) to attend either (i) three (3) consecutive regularly scheduled meetings of the Board or (ii) five (5) regularly scheduled meetings of the Board within any twelve (12) consecutive month period;

2. Fails to comply with a duly approved action or direction of the Board which the Board reasonably considers should have been complied with by the Director while serving in the capacity of a Director;

3. Fails to comply with the Association’s Governing Documents, including but not limited to the payment of regular and/or special assessments or other money owed or due to the Association (apart from the payment of fines, collection charges, late charges or costs levied by a third party).

4. Receives any type of monetary gain, or other gain such as services, products, gifts or gratuities of a significant value (in the opinion of the Board) which have been provided in relation to a Director’s service on the Board, and which has not been promptly disclosed to the Board at an open meeting of the Board, sanctioned by the Board and recorded in the minutes;

5. Takes any action considered (in the reasonable opinion of the Board) to be grossly detrimental to the general safety, health and welfare of the community and its members or which the Director knew, or should have known, would or might create significant legal liability to the Association or be substantially detrimental or adverse to the Association’s financial or legal position;

6. Unless previously authorized in writing by a majority of the Board, fails to keep confidential all confidential Board information, including but not limited to discussions and information received during Executive Session Board Meetings and information which is subject to attorney-client privilege and which privilege vests in the Association.

"Candidate qualis" include must be an Owner for a year; must not be a co-owner w/another directors; must not be delinquent; must not be a convicted felpn the would keep the Assoc.formbuyng a fidelity bond.

Which advice do you think might be "poor" for other?

Or your really think a rogue board can appoint a director to fill a f vacancy and then dump them if they do not adhere to the rogue Board whims, abusive b behavior of owners, etc.?