Removal of Appointed Board Member - AZ HOA

Our governing documents do not address removal of appointed board members who are filling out the term of an elected board member. The documents require a majority of the members to vote an elected board member off the board but says nothing about appointed board members. Our association has five board members that serve staggered two-year terms and, from time to time, due to resignations appointments are necessary to fill the unexpired terms. A case has arisen where it is desireable to remove one of the appointed board members but it not related to lack of carrying out their duties or any dishonesty. Mostly, a personality conflict has arisen between one of the elected board members and the appointed member. This has raised the question whether the board can remove the appointed member since they put them on the board. Does that member assume the right to complete the unexpired term and subject to the same rules for their removal, namely, a majority of the members' vote. If any of you have had similar situations, I would appreciate your advice.

Bob,

If your HOA is a nonprofit corp (as I believe all HOAs in AZ are), you are also subject to the AZ Nonprofit Corp statutes contained in Title 10. The specific statute, 10-3809, applies to your situation. I've copied it below for your reference.

10-3809. Removal of designated or appointed directors

A. A designated director may be removed by an amendment to the articles of incorporation or bylaws deleting or changing the designation.

B. Except as otherwise provided in the articles of incorporation or bylaws, an appointed director may be removed with or without cause by the person appointing the director. The person removing the director shall give written notice of the removal to the director and either the board of directors, its presiding officer or the corporation. A removal is effective when the notice is delivered unless the notice specifies a later effective date or event.