Impeach our board

I live in an Indiana HOA. The board has to go. Our annual meeting was for March and an election of new officiers also.(this is in the bylaws) The president of the board said there would be no meeting, he has decided that it will be in October. We want to impeach the board ASAP. They have inconsistency in the application of the Covenants, overstepping their authority, abuse of power through bullying tactics, his subjective opinion is the only opinion that is correct, manages with intimidation, this is to just name a few things we put up with. The neighbors are willing to sign the impeachment paper, how many signatures do we need? We have about 412 homes in the sub division. The By-Law quorum was ammendment to read 10% of the total vote for our orginal election. Do we need 75% of signatures? Also, we have already pick our new board, we were going to bring proxies around to be signed immediately, can we do that? Do we need to send something to the homeowners first to see if anyone else wants to run? Can we present all this information/impeach at the next special assessment meeting without notice to the board?
Appriciation anything you can do for our community.

MS3, yes, you definitely need to look at your deed restrictions (CC&Rs) and by-laws to determine the process within your HOA for recalling the board.

It's not necessarily going to be in Indiana laws or statutes, but it COULD be.

However, it very likely is all spelled out in those governing documents I mentioned.

You will need to cross all your t's and dot all your i's so that he cannot (legally) challenge the outcome.

Don't get me wrong, he probably still WILL challenge the outcome, but he won't be successful if you guys do your end properly.

If you want specific input on what is quorum, etc, you would need to provide the members here with your specific wording.

However, keep in mind: We are not attorneys. We can provide OUR OWN OPINIONS about what your docs say, and what WE think they mean, but you cannot rely on any comments on this board as legal advice in any way, shape or form.

We can give you information and advice that can work as a starting point for you, but you would need to rely on someone (an attorney or HOA professional) in your area for specific direction.

Hope that makes sense.

Good luck to you.

The more bad boards that get shown the door, the better for all of us!!

Okay, you're really going to need more than that. We have several Sections that, taken together, give us a sort of Roadmap on how to recall the board.

First we would need to call a Special Meeting.

That's prescribed here in Section II, Meetings:

"SECTION 2. Special Meetings. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by stature, may be called by the President or by the Board of Directors, and shall be called by the President at the request of not less than twenty-five percent (25%) of all members of the Residents Association to vote at a meeting."

Then we would follow the prescribed step for NOTICE of meeting:

"SECTION 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than three nor more than ten days before the date of the meeting, either personally or by mail, by or at the directions of the President, or the Secretary, of the persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his or her address as it appears on the books of the Residents Association, with the postage thereon paid."

Then we get into more detail regarding removal procedures:

Article III, Board of Directors
"SECTION 3. Removal. Any officer, director or agent may be removed by the Board of Directors or by a 51% majority vote of all residents, whenever in their judgment, the best interest of the Residents Association will be served thereby, but such a removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer, director or agent shall not be itself create contract rights."

So, it's more than just getting everyone together, which is a starting point.

You probably have more reading in your documents to do.

Good luck!

Yes, you need to notify the Members about EVERYTHING:

Your notice of the Meeting to the Members should include:
Purpose of the Meeting:
To vote on a motion to recall the Board of directors. Motion: Recall the Board of Directors for XYZ Association: (Names)

And to hold elections for a new Board (X positions). Candidates are: (names) Nominations from the floor and write-in votes are also accepted.

Follow your HOA's policy on proxies.

Vote for a presiding officer to leade the meeting. Appoint or elect a secretary to take minutes.

Appoint or elect a "Teller" whose job is to over see the voting, i.e. run the election, pass out ballots, count the votes and annoucne the results to the presiding officer, who will announce the votes to the members.

Keep all ballots for both the recall and election until the dust settles.

Take minutes of everything at this meeting.

MS3, I posted this once before, hopefully it will help you.

"I can tell you of my experience in handling an HOA board that had lost control. Our community became outraged at a special assessment that was in direct violation of our Declaration. To get people moving we had to "strike while the iron was hot". A letter was sent out to all HOA members detailing what parts of the documents were being violated. We asked that anyone who wished to sign petitions asking for a special meeting and the impeachment of the board meet at the public library on a given date. We had over half of our members show up. Our documents required 10% of the members to ask for a special meeting. We had that many and then some. The BOD saw that they were in way over their heads and resigned. We had people ready to step up and fill those board positions. Once the old board was taken care of we got to work on the management company, over-priced contracts, and delinquencies.

It's going to take work and time and money on your part. We sent out letters using our own funds for postage, etc. You also need to learn what's in your documents so that you can recite them backwards and forwards. And you need to get people to come together to help. When we got our neighbors together people were shocked to find out that they weren't alone in their anger and frustration. People who had never even met each other before starting having conversations. What could have been a very bad event for our community became a positive experience. People learned that they could make a difference. I should also warn you that former board members can be a vindictive lot. You have to make sure you act rationally and calmly at all times.

I wish you and your neighbors all the best. We did it, and you can, too."

Did anyone ever see this on line? This is the way our board runs our community in Indiana.(see below) This past week end the police was called on the President four times. (bullying, intimidation,stalking of homeowners)
At the meeting we asked the board to step down, they refused, they just laughed, try to get 75% to get us out...

Interesting reading......
TENETS OF MANDATORY HOA BOARD MEMBERS
Submitted by Raunstar on Sat, 05/12/2007 - 10:15am.
1. Erase Individuality – Create Conformity: The First Duty is to ensure that all traces of individuality are erased from the community. Conformity is the creed. Everyone must look alike, think alike, landscape alike, and be alike. Call the lawyers, they’ll advise you as to the exact shades & tones of every house, rooftop & flower in your community.
2. Build a Community of Terror: Ensuring every member of the community feels terrorized ensures submission & subjugation. This is important to ensure conformity. Use the Lawyer.
3. Forced Alienation: If any thinking member comes forward with any questions, or ideas, put their name on the list for daily inspections. Study their habits. If you determine they arrive home every evening at 6pm, then pass a new rule requiring the garbage bins to be brought in by 5pm. This will give you the excuse you need to send them violation notices at least once per week. Then send a copy to the lawyer every time, and instruct the lawyer to send them letters too.
4. Subjugation: If any member dares to question your decisions, especially at meetings or in front of other members, shut them down immediately. Tell them you don’t recognize their right to speak, and tell the group that they are trouble-makers and gadflys that cause disharmony in the community. Then call the lawyer, or pay the lawyer to come to the next meeting. They will listen to the lawyer because everyone believes that the lawyer is the final authority.
5. Provide No Information: Simply make your decisions & implement them. If anyone questions it, see Rule # 4. Then call the lawyer have the lawyer send letters to those questioning it to silence them.
6. Provide No Accounting: Send out a newsletter notifying everyone that their dues are going up and tell them only that “expenses are rising”. If they complain as a group blame it on the one you labeled a gadfly and explain to them how that member is forcing you to call the lawyer every month.
7. Disregard All Laws: You are a private community and you are above the law. There is no oversight, no checks and balances, and you do not have to adhere to anything. If anyone one or group of people show up to the meeting spouting the laws, have them removed, and call the lawyer.
8. Recognize Financial Limits: Pay the lawyer first every month. Make sure to put away 20% of all money collected into the reserve fund. We’ll teach you how to make this money disappear during private consultation with the lawyer. Then use some of what’s left to maintain the community. If funds fall short that month skip the area in and around the gadfly’s house.
9. Capitalize on Opportunity: If you hear that one of the resident’s has fallen ill or has an extended stay in the hospital. Take that opportunity to send him past due notices. It doesn’t matter if he’s already paid, he has to prove it. Make sure to send copies to the lawyer, so they can send him letters too and collect their fees for doing it.
10. Rule with an iron fist: Your rules are your rules. If you start bending them in any way for any kind of special circumstance you are opening the door for chaos. Remember, there can be no “special circumstance” in a truly successful conformed community. If everyone is the same, then there are no special circumstances or reasonable arguments. Even if the entire community bans together to disagree with you and threatens to vote you out, don’t worry and don’t give in. Just make sure the votes are counted in private, and then give them the tally that you won again. Your perpetual service, will ensure that the conformity and subjugation you’ve created will be maintained. Remember to send copies of the tally to the lawyer.
The final rule of thumb: When in doubt, call the lawyer

In the State of IN all HOAs must comply with the Indiana Not For Profit Act (Indiana Code 23). Check the State website and go the the statutes. You MUST read your by-laws thoroughly and make certain you understand them in regard to Special Meetings and Removal of Directors. Each community can have significant difference in their governing documents and it is crucial that you understand your documents.

Recently the Attorney General's office here in IN has begun taking a much closer look at HOAs and the problems that are coming from these associations. I would encourage you to contact the Attorney General IF you find that by using all your legal remedies as found in your by-laws those remedies are not effective.

I would also encourage you to "make some noise" with your state legislators. Last session the HOA reform bills that had been introduced in the 2006-2007 sessions did not make their way back to 2007-2008 session as the property tax issue overshadowed pretty much everything else going on in the legislature. I am hoping that our House and Senate will get back to the need for HOA reform this coming session in 2008.

Do your homework and stand up for your rights. HOAs are not inheritantly bad but we as homeowners must take responsibility and help our community (that includes Boards whether they are "good" or not) to be the best it can be.

Susan,

Right on. A president has really no power except to chair meetings. If the president isn't there so be it..but do get someone who knows how to run a meeting. If you have a good management association they can instruct you.

MS3

Recall of a board or board members is something that has to be done according to the law. Likely, the directors are identified in documentation filed wit the state of Indiana. This post shows what would be required to recall a board in Michigan as an example. You will need to use the Indiana law, specifically the law under which your association is formed.

The Michigan Nonprofit Corporation Act states
"450.2511 Removal of director or entire board. Sec. 511. (1) Unless otherwise provided in the articles of incorporation or bylaws, a director or the entire board may be removed: (a) With or without cause, by vote of the holders of a majority of the shares or by majority vote of members entitled to vote at an election of directors." ... The law then provides other conditions. Note that the requirement is a majority of all members, not just those in good standing. Quorum doesn't apply. A meeting isn't required, but is probably a good idea. But don't be surprised if the law is deficient as it is in Michigan by not specifying how the votes are to be made. By calling a special members' meeting, the voting provisions for the meeting can apply — in Michigan's law voting in person or by proxy.

But the law allows other provisions if "otherwise provided in the articles of incorporation or bylaws". So, if such provisions are provided in the articles or bylaws for your association (or whatever applies in Indiana), then you will need to follow those requirements.

Upon submission of a petition of the required number of petitioners, the board is obligated to call the meeting for the purpose stated in the meeting. Again, the required percentage should be in the bylaws, but if not the law would apply. Make sure that the petition complies with all of the requirements in the law, articles, and bylaws and clearly states the purpose of the meeting.

For calling a special meeting in Michigan, the law states
"450.2403 Special meeting of shareholders or members; court order; quorum. Sec. 403. A special meeting of shareholders or members may be called by the board, or by officers, directors, shareholders, or members as provided in the bylaws. Notwithstanding any such provision, upon application of the holders of not less than 10% of all the shares or of not less than 10% of all the members entitled to vote at a meeting, the circuit court for the county in which the registered office is located, for good cause shown, may order a special meeting of shareholders or members to be called and held at such time and place, upon such notice and for the transaction of such business as may be designated in the order. At any such meeting ordered to be called by the court, the shareholders or members present in person or by proxy and having voting powers constitute a quorum for transaction of the business designated in the order."

If you anticipate a problem with the board calling the meeting, the use of the circuit court is available. That is one of the ways to make sure that everything is legally correct and beyond challenge by the board and individual members of the board. In any even, you may want to engage an attorney to draft the petition to ensure that it will withstand a legal challenge.

The use of Michigan law only illustrates what may be available to you in Indiana. You will need to research the indiana law and the articles and bylaws for your association.