Removing the Board

Confused by Davis Stirling rgarding removal of directors:

APPROVING THE RECALL. As provided for in Corp. Code §7222(a) any or all directors may be removed without cause if:

In a corporation with 50 or more members, the removal is approved by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present, with the affirmative votes also constituting a majority of the required quorum.

If an association has 100 members, does it take 51% of 100 (membership)= 51 to approve removal or 51% of 51 (quorum) = 26?

Also, if recall is successful and election to replace directors is 30 days later, who runs the association during the time between the recall and new election?

Start at the bottom of the statute first; You must have a properly noticed meeting with the appropriate quorum (whatever that number is for your community).

Then, 50.000000000000000001% of the members PRESENT AT THAT MEETING must vote to remove the board. The wording is "odd" to allow for abstentions, for example. (100 members, 51 is the quorum. 52 show up, and 25 vote to remove the board, 10 abstain, and 17 vote to continue the board. 25 is more than the "majority" of votes cast (42 votes cast), but not a majority of the required quorum (25.5).

as for the "interim", i would properly create the motion to include removal of the current board AND replacement with an interim board of X, Y and Z for 30 days, with limited powers to do XX, until the election is held on XXXX date. Then, you remove the old board and install an interim one in the same fell swoop.

Thanks to all. Just found Davis Stirling on post recall leadership:

Problem with Early Nominations. Taking nominations in advance of a recall does not necessarily produce a complete list of nominees since many will not nominate themselves without first knowing the outcome of the recall. They fear that putting their names into nomination would have the appearance of endorsing the recall. That is not the case in annual elections where open seats are known in advance of the meeting.

If Recall is Successful. Because of the secret balloting system, nominations and votes on the same day following a successful recall can no longer occur. Now, nominees which are solicited after a successful recall must go on secret ballots distributed to the membership for a period of 30 days before they can be counted. As a result, following a successful recall, a second date must be set for the election of directors. The date should be approximately 45 days from the date of the recall. This gives the association time to solicit nominees, prepare ballots and mail them to the membership.

Caretaker Board. Unless the articles or bylaws otherwise provide, directors hold office until a successor has been elected. Corp. Code §7220(b) Although they continue to have all the powers of a regular board, recalled boards should avoid entering into any contracts or take any actions other than routine matters until the new board is elected.

Steve,

There are no AZ HOA statutes applying to a trustee (receiver?) unless your HOA has been judically dissolved. In that case the court may appoint a receiver to administer the affairs of the corp.

So, has your assn been dissolved or only the BOD recalled? Who appointed the attorney as trustee? Why wasn't there an election to elect new board members?