removal of president

Under the heading "Removal of Directors and Vacancies" in our bylaws it states "Any class "A" director may be removed, with or without cause, by the vote of class "A" members holding a majority of the votes entitled to be cast for the election of such director"(we are all class "A" members at this time)

Now, under the heading "Removal and Vacancies" it states "Any officer may be removed, at any time, by a vote of at least a majority of the directors. The board shall appoint a replacement to fill any vacancy in any office for the unexpired portion of the term."

We are a 196 townhouse community we are supposed to have 5 BOD(we've had 4 since Sept).The bylaws list officers as president,vice pres,secretary and treasurer.
We have a pres,vice pres,sec,and director(my title)Are we all directors and all officers? The vice pres and I director want to remove the pres can we according to our bylaws?
This is of great importance to our community.
thanks in advance for all your help
Barbara

Barbara,

All members of the BOD are technically directors; however, those that hold the officer positions are also officers. Those officers (Pres, V.P, Sec & Treas) can be removed from their officer position by a vote of the board. The directors can only be removed from their position on the board by a vote of the members. Since you do not hold an officer position the board cannot take any action against you regarding your position on the BOD.

Barbara,

Being a 5-member board, if 3 of you don't like the way the Pres operates, he can be removed from his officer position. But, if the Pres has 2 other board members on his side, you're SOL!! Then all you can hope for is that he doesn't win re-election.

John
In our community the pm does all the treas duties.So if I am then a "officer" wouldn't a vote from the vice pres and treas(assuming I will do that)be the majority vote as the pres can't vote? I would only be the treas for 2-4 months.
Barbara

Barb,

Holding an officer position is irrelevant as to removal of a fellow BOD from the Prez position. Your current vote is equal to the rest of the BOD. And the Prez, as a BODer, also has a vote.

This deadlock of 2-2 is why it's typically best to have an odd # on the BOD.

Not that helps you right now. Again, try to get Slot 5 filled toute suite.

Barbara,

The quorum for a 4-member board would also be 3. Majority is 50% + 1. Calculating the quorum can get tricky. I had always thought that it was calculated based upon the actual number of board members (in your case 4), not on the number of seats allowed (in your case 5). I have recently read otherwise. The AZ nonprofit corp act states that "unless the articles of inc. or bylaws require a different number a quorum of the BOD consists of either:

1) A majority of the fixed number of directors if the corp has a fixed board size.
2) A majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corp has a variable range size board."

Also of note is that a quorum of a legislative body is normally a majority of the entire membership of the body. If there are vacancies, that fact is not considered, i.e. if the membership is 100 withe 5 seats unfill, the quorum is calculated on 100 not 95.

I agree, and it could be a Sec/treasurer or VP/treasurer. Unless your bylaws state the individual officer positions.

The board could be Pres., VP/treasurer, Secretary, 2 at large board members.

All board members have equal power when voting. The president does have a vote, unless stated otherwise in the bylaws.

If you have a 5 member board, then fill it by appointing someone.

Barb,

I prefer using these forums for discussion as others can share in the knowledge and info presented. Why not start a new thread on Self-Management (which we've discussed before) so you can benefit from everybody's experience?

Though if you have some items unsuitable for public consumption or that you're uncomfortable writing about, then sure, just say so and I'll forward my addy.

Barb,

Self-Management is the same as PM Management 'cept there's no PM getting paid to do what our BOD now does.

Mind you, we're small, only 21 SFDs with no amenities save our 30+ acres of Common Areas.

We're fortunate to have a homogeneous, cooperative Membership which shows their appreciation of our efforts by paying their dues on time and not causing any problems. However, they rarely volunteer to do anything, so the three of us handle things - which is not a big deal once the structure was put in place.

We have a PO Box and two bank accounts (operating and reserves). Each December we mail out a packet containing 4 quarterly vouchers and 4 SAEs to mail checks.

We have 4 vendors to pay - 2 for landscaping (figure 10 checks/year), 1 for pond rehab (4 checks) and 1 electric co. (12 checks) for power for the fountain in one of our 4 ponds. Plus misc. debit card purchases for office supplies, printing the vouchers and anything else we require. The BODer hosting BOD meetings provides the Scotch.

We email Updates every 4-6 weeks including a detailed running Deposits/Expenditures breakdown.

The keys to our success are 3 dedicated BODers, few extra issues and no troublemakers.

But that's just us. Every HOA is different. It's not for everyone.

Donald,

LOL! As I've mentioned on other threads, we do get comments such as:

"Do you have to tell us all this stuff?" or "Why don't you (the BOD) just do what you think is best?"

We also, with the excellent assistance of the sponsors of HOATalk, set up a really nice website...which, aside from the BOD, only one other HO has registered upon.

Donald,

We do indeed have a comments/discussion slot on the website. Nobody's ever posted there. If an HO has something to tell/ask Membership, the HO simply pastes our master email address list into an email, or if directed to the BOD, uses our personal addys and/or sends it to a separate address readable by the 3 of us.