2 OUT OF 5 board members think they can vote another board member out?

JackS20 (North Carolina)
Posts: 271

Posted:

Last Fall the HOA had a massive change to the CCRs/Bylaws that reduced the board's powers a lot. Its a SFH so the HOA isn't really needed and the only amenity is a park. This effort was spearheaded by me, the president. However two new board members who used to be on the board a long time ago dislike that they have to ask the membership to approve new projects like a $6000 dog park fence to replace a $3000 fence that is falling apart because it wasnt' built well. These 2 people are power hungry and think that if they get rid of me they can somehow ignore all the new ccr/bylaw rules that require spending approvals.
Any advice dealing with illogical people? Even if they thought the board could vote off other board members in what universe does 2 out of 5 count as a majority? They didn't call a special meeting to "vote" me out either. Oh and they had the letter notarized as if that made it official? Sent it to the other 2 board members, and me.

We are formally asking you to please step down as president of the XXXXX HOA effective immediately. Otherwise, both XXXXXXXXXX (VP) XXXXXXXX (Secretary) have voted you off the Board.
In hoping for a peaceful, smooth transition; we are requesting the following actions be taken swiftly.
NOTE: Please do not make any further post on either the Website as there will not be a (QUARTERLY BOARD ) meeting on June 03,2025.
ACTION PLAN MUST BE COMPLETED ON OR BEFORE FRIDAY, MAY 23, 2025
1. Commit to making an appointment with us at the HOA bank and any other Financial lnstltutions that you have HOA Funds; so change over all accounts Into our names.
2. Turn over any HOA cash, credit and/or debit cards, Gift Cards in your possession and make no further purchases upon receipt of this letter.
3. Gather up and box all HOA related document; Statements for all bills paid,
-Receipts, Bank Statements, letters of communications with the City XXXXXXX and anyone else, including anything not listed that is currently in your possession.
4. Place all computer files, along with spreadsheets onto a thumb drive for our information and access.
5. Names, addresses, phone numbers, emails information for anyone that you have been doing business with (ie. Lawncare, Accountant, Insurance, etc.)
6. Take down/Disable any and all Websites, Emails, the PHONE/Text Line right away.
7. Do Not hang any signs anywhere within the Community limits.

We would like to Thank You for your past service; however, it is now time to move the HOA in
another direction that is in the Community's best interest.

DeanJ
Posts: 1,786

Posted:

If they removed you as president, why are they requesting you step down?

Sounds to me more of a vote of no confidence by 2 of the HOA officers.

TimB4 (Tennessee)
Posts: 21,059

Posted:

I would respond in writing citing the Bylaws and Corporate law on how Officers and Directors are two different positions (even if filled by the same individual). How a properly noticed board meeting (informing all Directors of a meeting of the board) and majority vote of the entire board is required to remove you as President and how a special membership meeting must be called with x amount of approval from the membership to remove you as a Director. This would include the requirement to have a quarterly board meeting. Explain that you take your position seriously and do your best to comply with the governing documents and applicable statutes and you would expect all Directors to do the same. Perhaps adding that those who can not comply with the governing documents and applicable statues might want to reconsider why they are serving on the Board.

Send it to each Director, via certified or first class mail.

Personally, I don't see why replacing an existing fence would require a membership vote. Removing it completely, yes - because you are removing a common element. Replacing a fence that has failed is simply maintenance and, in my opinion, maintaining common elements is a duty of the Board.
Of course, I have no idea what your governing documents say.

Chapter 55A - North Carolina Nonprofit Corporation Act. applicable if you are incorporated as a nonprofit (most associations are but check to be sure)

ElleN (Idaho)
Posts: 1,335

Posted:

JackS20,

Two directors cannot lawfully remove you as either (1) President; or (2) as a director.

You have a lawful duty to remain as president and director. If these two get a third to join them, post back.

Give them no legal advice. If these two clowns think they have the law on their side, then as a board minority, they have to hire their own attorney.

Respond simply: "Thank you for your request. I will not be resigning as either President or director."

JackS20 (North Carolina)
Posts: 271

Posted:

Quote:

Posted By TimB4 on 05/17/2025 4:57 AM

Personally, I don't see why replacing an existing fence would require a membership vote. Removing it completely, yes - because you are removing a common element. Replacing a fence that has failed is simply maintenance and, in my opinion, maintaining common elements is a duty of the Board.
Chapter 55A - North Carolina Nonprofit Corporation Act. applicable if you are incorporated as a nonprofit (most associations are but check to be sure)

Any spending over 10% of the budget requires either a new proposed budget or membership approval $6K is way over 10% of our budget. The amenitity/dog fence was installed without a membership vote about 7 years ago. split rails started falling down 4 years after it was made, wasn't screwed together. Last ballot the membership was asked if the HOA should replace the fence for $6000 and the vote failed. an email was sent to the 20% of the membership that said they use the park, zero people offered to help volunteer to get it fixed. I am aware of 5 people that have complained about the fence over the last 3 years.

But it's an insurance issue it needs to be fixed or torn down. if a dog were to easily escape the fence and bite someone the hoa would be liable in its current obviously negligentn state.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Jack,

Thanks for sharing that.

We have a small group of owners that want membership vote on expenses. And similar wording might put them at ease.

Unfortunately, we have a very very high quorum requirement (only reached it once in the last 20 years) and a very very small budget and our insurance payment is 25% of the budget. Therefore, your thresh hold of 10% would be an issue for us. I'm not sure the membership would entertain a 30% thresh hold.

JackS20 (North Carolina)
Posts: 271

Posted:

Quote:

Posted By TimB4 on 05/17/2025 8:29 AM
Jack,

Thanks for sharing that.

We have a small group of owners that want membership vote on expenses. And similar wording might put them at ease.

Unfortunately, we have a very very high quorum requirement (only reached it once in the last 20 years) and a very very small budget and our insurance payment is 25% of the budget. Therefore, your thresh hold of 10% would be an issue for us. I'm not sure the membership would entertain a 30% thresh hold.

we are in the same boat then. Our insurance is 1/6th the budget. they could easily fund the new fence by proposign it in a new budget, they are too lazy to write a new budget. they are too lazy to call vendors and get quotes. They will however complain about any budget I propose, lol. they are too ignorant to realize that getting rid of me won't change the bylaws/ccrs. when they were in power 20 years ago they never ever got quorum and therefore never let anyone run against them. They dont' care what the rules say.

JackS20 (North Carolina)
Posts: 271

Posted:

Latest FB post below. Thinking I will just ignore it and have the scheduled quarterly board meeting in 11 days and bring my pop corn. The FB crowd will spend 1 hr complaining online, but will never attend board meetings, annual meetings or do much of anything.

Good morning Residents, We wanted to share with you that xxx xxxxx is no longer the President of the xxxxxxx HOA. It will take time to navigate through this transition process. As more information becomes available, we will advise. xxxxxxx, Vice President xxxx, Secretary Have a safe and happy Memorial Day weekend!"

If they start spending money and expect to get reimbursed that will be interesting.

TimB4 (Tennessee)
Posts: 21,059

Posted:

I would reply, but make it a simple matter of fact.

1) The position of Officer (President) and Director are two different positions with different responsibilities.
Per law - Directors make the decisions of the Association by majority vote at a properly noticed meeting of the Board.
Officers implement those decisions and perform the day to day tasks of running the Association.

2) In addition to NC 47F, as a corporation, the Association is also required to comply with NC 55A, the "North Carolina Nonprofit Corporation
Act"

3) Per § 55A‑8‑43, Officers may be removed by the Board with a majority vote at a properly noticed meeting. Alternatively, an action without a meeting, NC § 55A‑8‑21, requires written consents of all Directors.

4) Per § 55A‑8‑08, the Elected Directors may only be removed by the membership at a properly noticed general membership meeting.

5) As a sitting Director, I was never notified of a special meeting as required by law and our governing documents. As a sitting Director, I never signed a written consent for an action without meeting. Therefore, no such action could legally be taken by the Board.

6) As previously announced, our next quarterly meeting will be held on mm/dd/yyyy at hh:mm

7) If there is a majority of the board that desires to remove me as President at that board meeting, they may bring the issue to a vote. Regardless of the outcome of such a vote, I would remain as a Director and have a vote in all decisions of the Association. Hope to see you at the Meeting.

Name, President, HOA Name.

CharlesD10 (Florida)
Posts: 2

Posted:

Whatever is in your documents or state statues are your guide. Our docs (Florida), state a majority vote of the Board members may remove a board member or members.

CharlesD10 (Florida)
Posts: 2

Posted:

Statutes, not statues.

ElleN (Idaho)
Posts: 1,335

Posted:

The Facebook post violates Facebook's terms of service, 3.2 (1), specifically"

"You may not use our Products to do or share anything:
...
That is unlawful, misleading, discriminatory or fraudulent (or assists someone else in using our Products in such a way)."

See https://www.facebook.com/terms/

Consider taking a few minutes to report the post.

KerryL1 (California)
Posts: 14,550

Posted:

Please take Tim's advice! Form your previous posts (yes, some pretty cranky) I see you as a serious board member. Do NOT let these two bullies try to knock you down!!

I hope Tim doesn't mind if I suggest very minor changes to his letter. Renumber it. I've put suggested changes in caps and also two really important words: "majority" & "all" in 3 &

"2) In addition to NC 47F, as a corporation, the Association is also required to comply with NC 55A, the "North Carolina Nonprofit Corporation
Act"

3) Per § 55A‑8‑43, Officers may be removed by the Board with a MAJORITY vote, I.E., THREE, at a properly noticed meeting. Alternatively, an action without a meeting, NC § 55A‑8‑21, requires written consents of ALL Directors.

4) Per § 55A‑8‑08, the Elected Directors may only be removed by the membership at a properly noticed general membership meeting.

5) As a sitting Director, I was never notified of a BOARD meeting as required by law and our governing documents. As a sitting Director, I never signed a written consent for an action without A meeting. GIVEN THE ABOVE, STATUTE, TWO DIRECTORS PROCEEDED ILLEGALLY IN THEiR ATTEMPT TO REMOVE ME AS PRESIDENT.

6) THEREFOR, As previously announced, our next quarterly BOARD meeting will be held on mm/dd/yyyy at hh:mm

7) If A majority of the board desires to remove me as President at that board meeting, they may bring the issue to a vote. Regardless of the outcome of such a vote, I would remain as a Director and have a vote in all decisions of the Association. Hope to see you at the Meeting.

Name, President, HOA Name."

BillD16 (Texas)
Posts: 971

Posted:

Quote:

Posted By JackS20 on 05/16/2025 7:44 PM
Last Fall the HOA had a massive change to the CCRs/Bylaws that reduced the board's powers a lot. Its a SFH so the HOA isn't really needed and the only amenity is a park. This effort was spearheaded by me, the president. However two new board members who used to be on the board a long time ago dislike that they have to ask the membership to approve new projects like a $6000 dog park fence to replace a $3000 fence that is falling apart because it wasnt' built well. These 2 people are power hungry and think that if they get rid of me they can somehow ignore all the new ccr/bylaw rules that require spending approvals.
Any advice dealing with illogical people? Even if they thought the board could vote off other board members in what universe does 2 out of 5 count as a majority? They didn't call a special meeting to "vote" me out either. Oh and they had the letter notarized as if that made it official? Sent it to the other 2 board members, and me.

We are formally asking you to please step down as president of the XXXXX HOA effective immediately. Otherwise, both XXXXXXXXXX (VP) XXXXXXXX (Secretary) have voted you off the Board.
In hoping for a peaceful, smooth transition; we are requesting the following actions be taken swiftly.
NOTE: Please do not make any further post on either the Website as there will not be a (QUARTERLY BOARD ) meeting on June 03,2025.
ACTION PLAN MUST BE COMPLETED ON OR BEFORE FRIDAY, MAY 23, 2025
1. Commit to making an appointment with us at the HOA bank and any other Financial lnstltutions that you have HOA Funds; so change over all accounts Into our names.
2. Turn over any HOA cash, credit and/or debit cards, Gift Cards in your possession and make no further purchases upon receipt of this letter.
3. Gather up and box all HOA related document; Statements for all bills paid,
-Receipts, Bank Statements, letters of communications with the City XXXXXXX and anyone else, including anything not listed that is currently in your possession.
4. Place all computer files, along with spreadsheets onto a thumb drive for our information and access.
5. Names, addresses, phone numbers, emails information for anyone that you have been doing business with (ie. Lawncare, Accountant, Insurance, etc.)
6. Take down/Disable any and all Websites, Emails, the PHONE/Text Line right away.
7. Do Not hang any signs anywhere within the Community limits.

We would like to Thank You for your past service; however, it is now time to move the HOA in
another direction that is in the Community's best interest.

I'm late to this party, but I'm curious: how did this work out?

(~2 years ago three of the other Board members made a surprise motion during a public open meeting to vote me out of the President position. It was special).

Bill

HOA Board ex-President
Austin, Texas USA

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

JackS20 (North Carolina)
Posts: 271

Posted:

the two have been asking me to resign via email for weeks. launch personal attacks and complain about petty BS on facebook. Ask me where the funds came from for buying $80 worth mailers. (mgt company would of charged $1000 for mailing out same thing) Meanwhile I do the adult stuff like insurance, park inspections, mailing, etc.

I told them if they had a plan to finish the $60,000 worth of grants/money I was working on I'd entertain the thought.

They don't have a plan, lol. Their plan is to hire a mgt company and tell the mgt company what do to. They don't even have the skills to get a vendor quote. I"m not making this up. Every meeting, they ask to spend money and I ask them for a quote.After 3 or 4 times you'd think they'd get motivitated to get a quote. They haven't even gotten a quote for a new mgt company.

Sad thing is if they tilt the board to their favor they will absolutley do what ever the Freak they want and I will have to sue them. they ARE PISSED I got a bylaw change that prevents the board from spenidng more than $2500 without member approval. They only know how to spend money haven[t passed a budget in 3 months. I'm guessing budget won't get passed at next meeting either.

BillD16 (Texas)
Posts: 971

Posted:

Quote:

Posted By JackS20 on 06/29/2025 9:22 PM
the two have been asking me to resign via email for weeks. launch personal attacks and complain about petty BS on facebook. Ask me where the funds came from for buying $80 worth mailers. (mgt company would of charged $1000 for mailing out same thing) Meanwhile I do the adult stuff like insurance, park inspections, mailing, etc.

I told them if they had a plan to finish the $60,000 worth of grants/money I was working on I'd entertain the thought.

They don't have a plan, lol. Their plan is to hire a mgt company and tell the mgt company what do to. They don't even have the skills to get a vendor quote. I"m not making this up. Every meeting, they ask to spend money and I ask them for a quote.After 3 or 4 times you'd think they'd get motivitated to get a quote. They haven't even gotten a quote for a new mgt company.

Sad thing is if they tilt the board to their favor they will absolutley do what ever the Freak they want and I will have to sue them. they ARE PISSED I got a bylaw change that prevents the board from spenidng more than $2500 without member approval. They only know how to spend money haven[t passed a budget in 3 months. I'm guessing budget won't get passed at next meeting either.

I’m curious: what would you sue them over?

When I initially read this thread, what came to my mind is to be very careful to maintain that majority. And it sounds like you are mindful of this. But please continue to keep your ear to the ground. I dislike how this makes me sound like I wear a tinfoil hat, but: I got screwed by the other Board members and the PM conspiring against me. Don’t let it happen to you. Also: you may want to begin grooming candidates for the next Board election.

Good luck!

Bill

HOA Board ex-President
Austin, Texas USA

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

TimB4 (Tennessee)
Posts: 21,059

Posted:

Jack,

I'd appreciate it if you would post or send me a copy of that Bylaw change.
I'd be interested in the language used perhaps incorporating it into our Bylaws to keep some members happy.

Thanks,

Tim

[email protected]

JackS20 (North Carolina)
Posts: 271

Posted:

Quote:

Posted By BillD16 on 06/30/2025 10:02 AM

Posted By JackS20 on 06/29/2025 9:22 PM
the two have been asking me to resign via email for weeks.......

I’m curious: what would you sue them over?

if they spend more than $2500 on a project they are breaking the bylaws which limit board spending they are too impatient to actually get the bylaws changed before blowing $10,000

JackS20 (North Carolina)
Posts: 271

Posted:

Quote:

Posted By BillD16 on 06/28/2025 10:13 AM

Posted By JackS20 on 05/16/2025 7:44 PM
Last Fall the HOA had a massive change to the CCRs/Bylaws that reduced the board's powers a lot. Its a SFH so the HOA isn't really needed and the only amenity is a park. This effort was spearheaded by me, the president. However two new board members who used to be on the board a long time ago dislike that they have to ask the membership to approve new projects like a $6000 dog park fence to replace a $3000 fence that is falling apart because it wasnt' built well. These 2 people are power hungry and think that if they get rid of me they can somehow ignore all the new ccr/bylaw rules that require spending approvals.
Any advice dealing with illogical people? Even if they thought the board could vote off other board members in what universe does 2 out of 5 count as a majority? They didn't call a special meeting to "vote" me out either. Oh and they had the letter notarized as if that made it official? Sent it to the other 2 board members, and me.

We are formally asking you to please step down as president of the XXXXX HOA effective immediately. Otherwise, both XXXXXXXXXX (VP) XXXXXXXX (Secretary) have voted you off the Board.
In hoping for a peaceful, smooth transition; we are requesting the following actions be taken swiftly.
NOTE: Please do not make any further post on either the Website as there will not be a (QUARTERLY BOARD ) meeting on June 03,2025.
ACTION PLAN MUST BE COMPLETED ON OR BEFORE FRIDAY, MAY 23, 2025
1. Commit to making an appointment with us at the HOA bank and any other Financial lnstltutions that you have HOA Funds; so change over all accounts Into our names.
2. Turn over any HOA cash, credit and/or debit cards, Gift Cards in your possession and make no further purchases upon receipt of this letter.
3. Gather up and box all HOA related document; Statements for all bills paid,
-Receipts, Bank Statements, letters of communications with the City XXXXXXX and anyone else, including anything not listed that is currently in your possession.
4. Place all computer files, along with spreadsheets onto a thumb drive for our information and access.
5. Names, addresses, phone numbers, emails information for anyone that you have been doing business with (ie. Lawncare, Accountant, Insurance, etc.)
6. Take down/Disable any and all Websites, Emails, the PHONE/Text Line right away.
7. Do Not hang any signs anywhere within the Community limits.

We would like to Thank You for your past service; however, it is now time to move the HOA in
another direction that is in the Community's best interest.

I'm late to this party, but I'm curious: how did this work out?

(~2 years ago three of the other Board members made a surprise motion during a public open meeting to vote me out of the President position. It was special).

Bill

we are in the middle of changing the bylaws so that surprise changes do not happen. all voting is a minimum of 50 days and people are now voting to make directors and officers the same. Running an HOA should be boring and predictable, funny how people like to make it filled with drama

MarkM19 (Texas)
Posts: 1,459

Posted:

Jack,
I am also very late to this very interesting topic.

As President I have always been under the rule that 2 board members are able to bring an item up as an agenda item but would still need a majority vote to remove individuals. So, if the item is on the agenda, it should be handled with a majority vote and fail. Personally, I put put the agenda item before this item explaining the actual bylaw or State laws on the matter.

I guess it comes down to what your documents say or the State HOA laws, but I would follow them. No matter what they think 2 board members cannot remove 3 members that do not want to leave.

JackS20 (North Carolina)
Posts: 271

Posted:

Quote:

Posted By MarkM19 on 06/30/2025 12:53 PM
Jack,
I am also very late to this very interesting topic.

As President I have always been under the rule that 2 board members are able to bring an item up as an agenda item but would still need a majority vote to remove individuals. So, if the item is on the agenda, it should be handled with a majority vote and fail. Personally, I put put the agenda item before this item explaining the actual bylaw or State laws on the matter.

I guess it comes down to what your documents say or the State HOA laws, but I would follow them. No matter what they think 2 board members cannot remove 3 members that do not want to leave.

NC law states ONLY MEMBERS can vote OUT a director at a Meeting.