Special Meeting of Members to Remove Directors

Can anyone explain the protocol involved to set up and run such a meeting to remove a few directors with or without cause? Our bylaws allow a special meeting of members to be called by members having at least 10% of all class A votes. We plan to have sufficient members sign a petition requesting the meeting to meet that requirement. We will obtain all possible proxies and wondered if a single name can be used for proxy or must a choice be given of several members?

Then the bylaws state a notice of the meeting and the agenda must be mailed by the secretary or other officer. We have one officer who agreed to help, so we'll give him the signed petition. If he tells the property manager to mail it, she may not, since she may contact the president and he might tell her to ignore it. So we may do better to mail or hand-deliver it ourselves.

Who should run the meeting? Should moderator be opened to a vote to kick off the meeting? I believe our one sympathetic board member should not run it, since it is a meeting of members, not a board meeting which would impose another conflicting set of rules under another article of the bylaws. Then someone must take minutes, correct? We will use Roberts Rules.

Looks like the bylaws allow a surviving director to appoint replacements rather than the members needing to vote in same. Perhaps we should just get a show of hands from those willing to serve and be appointed. I suppose a simple letter to replaced directors is sufficient notice. Also a letter to the mgmt company.

Ray,

There is an AZ law outlining the procedures which MUST be followed to recall board members. Not knowing whether you live in a condo or a planned community, here are both statute numbers: Condos, ARS33-1243; planned communities, ARS33-1813. You can view these statutes -- and all the others pertaining to HOAs, at the AZ Legislature website: www.azleg.gov click on "statutes", then on "Title 33" and scroll down to the applicable statute. Also, while you're at the website you should check out the Non-Profit Corp Act which also applies to HOAs, which is in Title 10 -- Chapter 24-40.

You are on the right track in wanting to circulate a petition. THe state law requires a petition; the number of required signatures is dependant upon the size of your community. If over 1,000 members, 10% of the members must sign; if under 1,000 members then 25% of the members must sign. Proxies are out! Several years ago proxies were banned from use by HOAs. Ref: ARS33-1250 (condos) and ARS33-1812 (planned communities).

The meeting is run by the BOD, as are all meetings of the assn., and, of course, minutes should definitely be taken. The statute requires the BOD to rain all documents and other records related to the recall for at least 1 yr and all members have a right to inspect those docs. The BOD has 30 days after receipt of the petition to call, notice and hold the meeting. Even if the Pres is being recalled, it's still his duty to chair the meeting; however, IMO, he should ask the V.P. to do this in view of the circumstances. If the whole board is being recalled, I would suggest he ask the PM to chair the meeting.

As for electing new members to the board should the recall be successful, that can be accomplished in two ways:

1) In the letter transmitting the petition and asking for a special meeting, you can also ask that a special election be announced with the stipulation that it will only take place if the recall is successful and include a slate of candidates. This info (the election and slate)will have to be included in the notice of the special meeting. If you choose this route, I would strongly suggest including this on your petition so anyone signing it will also be agreeing to a special election to fill the vacancies. Otherwise the BOD could choose to ignore this request on the premise that they have the authority to make appointments to fill vacancies on the board.

2) The board members can appoint members to fill the vacancies that occur because of the recall.

May I ask the reason for the recall. Also, where are you located in AZ? I'm in N. Glendale at Arrowhead Ranch.