special owner meeting vs recall vote

hello.
i know it's long. please read the following.
Summary of Improper Board Action and Invalid Recall Attempt

I am a director in a Texas condominium association. The current board majority has taken a series of actions intended to remove a duly elected board member who they viewed as “not a team player.” In doing so, the board acted outside its authority, ignored governing documents, disregarded legal counsel, and violated fundamental protections afforded to elected directors and owners.

1. Authority to Remove a Director Belongs Solely to the Owners

Under Texas condominium law and our association’s bylaws, the right to remove an elected director belongs exclusively to the owners—not the board.
Our bylaws state:
“At any regular or special meeting duly called, any one or more of the Managers may be removed… by a majority of the owners.”
The board has no independent authority to remove, initiate removal of, or orchestrate a recall of a fellow director unless the governing documents expressly grant that power. They do not.

2. The Board Improperly Attempted to Initiate a Recall

During a board meeting held in executive session, one board member stated—based solely on hearsay—that some owners were unhappy with another director. No written complaints, evidence, or owner petition was presented.

A motion was then made to “proceed with whatever is necessary” to remove that director. Two directors objected and correctly stated that the board had no authority to do so. Those objections were overruled by the remaining board members.

After the meeting, the board president contacted the association attorney with a proposed recall petition. Importantly:
The two dissenting directors were excluded from all follow-up discussions.
The association attorney expressly advised that the board should not be initiating a recall.
The attorney further stated that the proposed recall document was defective and declined to proceed.
Despite this legal advice, the board majority moved forward anyway.
3. The Special Meeting of Owners Was Never Properly Authorized
Our bylaws strictly define how a special meeting of owners may be called:
“It shall be the duty of the President to call a special meeting of the owners as directed by resolution of the Board of Managers or upon a petition signed by a majority in voting interest of the owners…”
In this case:
No board resolution authorizing a special meeting was ever adopted.
No owner petition existed prior to the notice being issued.
Without either prerequisite, the President had no authority to call a special meeting. As a result, the meeting was never “duly called” as required by the bylaws.
4. The Notice and Proxies Were Defective and Misleading
Although the meeting notice stated that the purpose was to consider removal of a board member, the proxies distributed with the notice did not disclose the purpose of the meeting.
Further compounding this problem:
The on-site property manager went door-to-door soliciting proxies.
Many Owners were not informed that the proxy would be used to attempt removal of a director. They were just told it was so the association could hold a special meeting.

5. Improper and Biased Involvement of the Property Manager

The property manager had a known, biased interest in seeing the targeted director removed. Despite this conflict:
The manager personally managed to collect over 100 proxies.

Board members themselves collected only approximately 28 proxies.
The manager’s actions were instrumental in manufacturing a quorum.
This conduct constitutes improper management interference in association governance and taints the entire process.

6. The “Quorum” Was Artificial and Invalid

On the date of the special meeting:
Only two owners appeared in person.
The remainder of the quorum was based almost entirely on proxies obtained through misleading and improper solicitation.
Because the proxies were defective, quorum was not validly established. Without a valid quorum, no business could lawfully be conducted.

7. Exclusion of Sitting Directors Demonstrates Bad Faith

After the initial vote to “proceed,” the board majority deliberately excluded two duly elected directors from:
Communications
Planning
Discussions related to the recall and special meeting

This exclusion violated basic principles of board governance and fiduciary duty, and further demonstrates that the process was not undertaken in good faith.

At the actual meeting of the owners. The special meeting wasnever called to order. I was told that a quorum of had been met. I reluctantly informed a third part that I intended to resign. Within an hour i sent written notice to the board that i was withdrawing my intent to resign. ( based on a previous legal opinion, a board member can withdraw their resignation at any point up until its formally accepted at a duly called meeting and recorded in the minutes.) The board is refusing to acknowledge my notice and has removed me from all communication.

It appears i will have to contact an attorney and sue. Does anyone have any suggestions or advice.

ok, dean, thanks for your points.

Our bylaws do stipulate that specail meetings of owners may be called be either
a signed petition with 51% owners or
a resolution of the board submittd to the president. I took that directly from the bylaws.

anyway,thanks for your replies.

Statute BO 22 says:

Except as provided by the certificate of formation or bylaws, a director of a corporation may resign at any time by providing written notice to the corporation.

Questions:

Did you provide written notice to the corporation? If so, exactly how did you do so?

What is the title of this 'third party'?

What exactly do your bylaws say about resignations?

If your bylaws are silent, then the statute section I quoted above controls. If the corporation had written notice, then I disagree that the board has to accept the resignation for the resignation to be valid. Ceteris paribus, I believe the latter is well-established nationwide.

I agree there is an action required, normally a vote of the owners, but having a petition, charges brought, a hearing, an appeal ect. is not a requirement.

Bylaws nearly always say owners may remove directors with or without cause. Why? Because whether "cause" for removal is present is subjective. The point of bylaws and statautes that allow director removal is to let the owners decide who will be on the board, period. No cause needed.

This is because my focus is on the most relevant law and bylaws and what they say on this matter.

I have a copy of your condo's bylaws (from prior communications).

You were not lawfully removed. As a matter of law and the governing documents, you are still on the board. Granted the rest of the board claims otherwise.

You should write the board a letter like the following:

Dear Board of Directors,

Texas statute BO 22.211 states that removal cannot occur without a vote of the owners. No vote took place to remove me as a director. Bylaw Article IV, Section 7 also states that removal can only occur via a vote of the owners.

Texas statutes and the bylaws have other requirements for removal of a director. These requirements have not been met.

Texas statute section 22.2111 states that resignation can only occur by providing "written notice to the corporation. I have not provided such notice.

Please consult the HOA attorney to confirm the above. Please provide proper notice to me for all board meetings. Please include me in all votes to which I am lawfully entitled as a duly elected director.

Thank you,

name
address
email
phone

Thank you, JackieB4.

I know LaskaS is quite sharp and normally, completely homed in on what statutes and a COA's governing documents say. I think maybe she got a bit derailed by the pressure of the situation? It happens to the best of us.

It's fine if these directors do not like each other. They still have to follow the law.

I hope you are having a nice holiday and that board work where you are is not too awful and maybe has some pleasantries now and then. You take care.

Maybe in Idaho they do, in Ohio most state for cause. But it really doesn’t matter, cause can be anything one can articulate.

If a Board appoints a director to fill a mid-term vacancy, then often (I would not say "always") state law and/or the bylaws say the board has the power to remove the director. As to how long the appointed director's term lasts, I will leave most of the answer to the to the real-life threads that come up here asking about terms. For now, I am aware that sometimes statutes and/or bylaws treat this. Sometimes they do not.

LaskaS was duly elected by the owners. She did not say so. I just know it because of history.

... in a lawsuit challenging the removal.

i think i'm attaching the file.

actually, our bylaws state that a board member elected/appointed by the board to fill a vacancy serves until the next annual election. The seat would then need to be filled during the annual elections.

In texas Condomiums, The board of a condominium can not remove a fellow board member. That right lies exclusively with the members of the association. (owners)

Uh huh. Florida and Illinois are in the top five when it comes to the number of HOAs each state has.

Florida statutes allow directors appointed by a board to be removed by the board, regardless of the bylaws.

Same for Illinois statutes.

"Simple" would be accurate.

Read the Illinois statute.

I care what the statute says.

Statutes in most states for corporate law do not cancel out the provisions of the HOAs bylaws.

Ellen,

the reason I included that in the letter was to ensure that the court could see that I notified the board and attempted to resolve the issue before filing suit.

what legal points did i make that are not at all fact?

The group of board members are stating that they were told I was going to resign, and because of that, they didn't call the special meeting to order, and didn't go through with a vote.

My attorney has said it doens't matter what they did or didn't do at that meeting. It was a defectively meeting and any action taken at the meeting has no legal standing.