Board Removing a Board member

We have a Board member who showed up at the last annual, bitched a little, then ran for the Board. We had two spaces to fill and only two homeowners run, so she got on along with a homeowner who was facing foreclosure by the Mortgage Company. Foreclosed owner is now gone from the Board, partially moved out of the community and gone his separate ways.

She has made 1 in 4 meetings. When voting on things at the meetings she does not vote. I have to call her out in front of everyone and say "**** we need to hear your vote so it can be recorded" and then again when we vote on something else.

She planted corn after getting on the Board in a garden that was never approved, we had to send her a violation letter for it all. She did not water her grass which is another violation and had to receive one for that.

Issues discussed about the community between meetings are ignored, unless it has to do with her specifically.

Our bylaws state - Any officer may be removed from office, with or without cause, by the Board......then it goes into speaking about resignations..........

My fellow BOD are frustrated with her as they feel she got on the Board to serve herself and not the community. Many are calling for me to ask for her resignation.

What would you do?

That would leave our BOD's down to four, just enough to establish majority vote and quorum. We would have to all make every meeting and us 4 are pretty committed to the community so that would not be a problem.

I would follow this to the letter. I also think that often just asking for a verbal resignation is enough. We are very close to that right now as an HOA in regards to one board members lack of response, making it to less tha 1/4 of the meetings and honestly that alone should be enough.

Mary - I see what you are saying. This person has no officer position, she is just a director. We have the Prez, Secretary and Treasurer - those are officer positions? So following what you are saying and comparing my documents to that, we could only knock down her status on the Board if she were Prez or so forth? But the BOD could not knock her off in whole?

That sucks, because our declarations state any BOD whom misses 3 consecutive meeting should be asked to leave. She misses 2, makes one and is sure to start the cycle again.

Am I understanding this correct?

In our HOA, the officers are elected first, THEN 5 more directors. It's crazy. I have been commenting on it for years. One year, no one would run for Secretary! After that, we installed a nominating committee.

So now our president is slinking away (i.e. not showing up for meetings when he has to confront neighbors who are not following rules) and people want to remove him from the board. Problem is, it says that "directors can be removed for the reasons . . . " (missing meetings, not paying dues) but it does not say anything about officers. Should be interesting in the next few months.

Two things here. In your minutes, you should record which directors voted which direction.

But as for removal, there should be a section on reasons for dismissal of a director. In our association there are three reasons:

1. Being late on an assessment for 30 days.


2. Three consecutive unexcused absences for meetings.


3. Vote of the membership of the association.

Tamara,

Yep, I think you understand me correctly! Since this board member is a director only, the board can't take any action against her. Exactly how do the bylaws read regarding meetings missed? The bylaws of my former assn state if a board member misses 4 consecutive meetings it automatically constitutes a resignation. This would only apply to unexcused absences. So, the board doesn't have to take any action, just wait for the missed 4th meeting! Sounds like your board member is saavy to playing the game. About all you can do is wait for her term to expire and hope she doesn't get re-elected!

Mary - I don't believe she will run again. She received a 2 year term and threw a fit about that. SO another director that had a one term switched with her.

Sounds like if she does not miss 3 consecutive meetings we will have to deal with her for about another 8 months.

You can motion to censure her for her actions and that will be recorded in the minutes (be sure you have voting support for this)

Keep censuring her. Maybe she will resign after getting the hint that she is just not a good "fit" to the Board.

Tara - since board business should NEVER be discussed over email,(unless your bylaws permit it) I will assume that her inappropriate actions are at board meetings, where they are witnessed by other board members.

Ideally, the president should keep under control, and if one member gets out of control, will warn that person and get the discussion back on track to the real issue.

If the behavior keeps going, anyone can say, "Mr. President, we are not able to continue the actions of the meeting due to the behavior of Ms. Green. I motion that the minutes indicate a censor from this Board on Ms. Green, due to her behavior."

Then there will be a restating of the motion, debate, and then a vote. If everyone feels the way you do, then she will be censored for her behavior.

Michelle - I read/interpret it differently. I think "office of the board" means her position on the board. If it was an officeR of the corporation that would be different.

Just MHO

John & Susan,

I do believe you getting much too technical and trying to read something into the bylaws provision that just isn't there. It states: "H - declare the office of a member of the Board to be vacant in the event such director shall be absent from three consecutive regular meetings of the Board".

First of all, John, it says "office of a member of the board", not "office of the board". But what is means is that whatever her position is on the board, whether it be a director or an officer, it's declared vacant. The board position is vacant. If there were 5 members on the board, there are now 4 -- one seat is vacant. What would be the point of only removing a board member from their officer position but allowing them to remain on the board?

Michelle,

You are correct, there are instances when an officer is removed from his position but remains on the boards. That usually occurs when that officer is not performing his duties properly. However, this is a totally different set of circumstances -- a board member has missed a number of meetings and IAW the bylaws he can be removed from his position on the board. It wouldn't make sense to just remove him from his officer position, would it? That one thing in itself leads me to believe the intent is to remove him from the board altogether. I agree the bylaws could have been worded more clearer.