WaymanF (Tennessee)
Posts: 4
Posts: 4
Posted:
In the state of Tennessee is it possible to recall the board of director? If so how can it be accomplished if the by-laws do not have a provision?
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Recall board of directors
Started by WaymanF • 8 replies • 2072 views
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TimB4 (Tennessee)
Posts: 21,059
Posts: 21,059
Posted:
Wayman,
Without reading your Association documents, this is the best answer I could locate for you. Per Tennessee Corporate law:
48-18-108. Removal of directors. —
(a) The shareholders may remove one (1) or more directors with or without cause unless the charter provides that directors may be removed only for cause.
(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director without cause.
(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.
(d) If so provided by the charter, any or all of the directors may be removed for cause by a vote of a majority of the entire board of directors.
(e) A director may be removed by the shareholders or directors only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of directors.
[Acts 1986, ch. 887, § 8.08.]
The process for the membership to recall a director or the entire board would start with a petition from the membership to the Board for a special meeting of the membership to be conducted in order to recall director xyz. Your Associations governing documents should contain information on how many signatures would be required to call this meeting.
Hope this helps,
Tim
Without reading your Association documents, this is the best answer I could locate for you. Per Tennessee Corporate law:
Quote:
48-18-108. Removal of directors. —
(a) The shareholders may remove one (1) or more directors with or without cause unless the charter provides that directors may be removed only for cause.
(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director without cause.
(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.
(d) If so provided by the charter, any or all of the directors may be removed for cause by a vote of a majority of the entire board of directors.
(e) A director may be removed by the shareholders or directors only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of directors.
[Acts 1986, ch. 887, § 8.08.]
The process for the membership to recall a director or the entire board would start with a petition from the membership to the Board for a special meeting of the membership to be conducted in order to recall director xyz. Your Associations governing documents should contain information on how many signatures would be required to call this meeting.
Hope this helps,
Tim
WaymanF (Tennessee)
Posts: 4
Posts: 4
Posted:
Thanks Tim, does this apply to HOAs, and if so I believe that I am reading if we require the majority vote of a quorom to elect, we whould need the same to remove. This would have to be stated in the annual meeting before we could proceed. If that is the case, I do not forsee the current board allowing this to be entered on the agenda. We already have the votes by in person or proxy to accomplish this goal. We truely have a renegade board.
TimB4 (Tennessee)
Posts: 21,059
Posts: 21,059
Posted:
Wayman,
If your HOA is incorporated, then the State corporate laws apply. Most HOA's are incorporated. If your Association has Articles of incorporation, then they are incorporated.
If your Association allows for special meetings to be called by the membership, then the membership would need to follow the procedures outlined (the petition I spoke of in the earlier post). As far as the number needed to recall a director or directors, the number you stated sounds logical.
This is an area that can become difficult to offer advise in without knowing what is written in the Association documents. I can tell you how in works in my Association. However, my Association probably have different language within the governing documents than yours. Additionally, VA laws differ from TN laws. Therefore, you see the issues involved.
I, and others, will continue to offer advise we can so please ask.
Tim
If your HOA is incorporated, then the State corporate laws apply. Most HOA's are incorporated. If your Association has Articles of incorporation, then they are incorporated.
If your Association allows for special meetings to be called by the membership, then the membership would need to follow the procedures outlined (the petition I spoke of in the earlier post). As far as the number needed to recall a director or directors, the number you stated sounds logical.
This is an area that can become difficult to offer advise in without knowing what is written in the Association documents. I can tell you how in works in my Association. However, my Association probably have different language within the governing documents than yours. Additionally, VA laws differ from TN laws. Therefore, you see the issues involved.
I, and others, will continue to offer advise we can so please ask.
Tim
DonnaS (Tennessee)
Posts: 5,671
Posts: 5,671
Posted:
Wayman,
Are you a stand alone home association or condo or shared? As Tim stated, you will need to follow Tn. State non profit corp laws as guideance if your governing documents do not have recall provisions. Tennessee is pretty far behind much of the nation in HOA laws. There are virtually none for us to use and after talking with our County officials, they concured that we are not up to par with State help when we need answers to association problems.
WaymanF (Tennessee)
Posts: 4
Posts: 4
Posted:
DonnaS,
Thank you for taking the time to reply. What county office would I talk to about these issues?
Thank you for taking the time to reply. What county office would I talk to about these issues?
DonnaS (Tennessee)
Posts: 5,671
Posts: 5,671
Posted:
The register of Deeds office is where all documents are filed. Have you read your own bylaws and Charter? That is the best place to start. Read and see if you have recall provisions. If you have none, then you will need to check TN. NON PROFIT CORP LAWS. That's all that we have.
I am in Hamilton County and apparently in Tn, our non profit filing is under a Charter title with the State.
The contact office with the Secretary Of State where charters are filed is--SECRETARY OF STATE. CORPORATION SECTION, JAMES K. POLK BUILDING, SUITE 1800, NASHVILLE TN. 37243-0306
WaymanF (Tennessee)
Posts: 4
Posts: 4
Posted:
Quote:
Posted By DonnaS on 12/24/2009 7:53 AM
The register of Deeds office is where all documents are filed. Have you read your own bylaws and Charter? That is the best place to start. Read and see if you have recall provisions. If you have none, then you will need to check TN. NON PROFIT CORP LAWS. That's all that we have.
I am in Hamilton County and apparently in Tn, our non profit filing is under a Charter title with the State.
The contact office with the Secretary Of State where charters are filed is--SECRETARY OF STATE. CORPORATION SECTION, JAMES K. POLK BUILDING, SUITE 1800, NASHVILLE TN. 37243-0306
The register of Deeds office is where all documents are filed. Have you read your own bylaws and Charter? That is the best place to start. Read and see if you have recall provisions. If you have none, then you will need to check TN. NON PROFIT CORP LAWS. That's all that we have.
I am in Hamilton County and apparently in Tn, our non profit filing is under a Charter title with the State.
The contact office with the Secretary Of State where charters are filed is--SECRETARY OF STATE. CORPORATION SECTION, JAMES K. POLK BUILDING, SUITE 1800, NASHVILLE TN. 37243-0306
Donna, yes we have reviewed our bylaws and Charter, it does not provide provisions to remove the board. I wiil check the non profit corp laws for TN. Thanks
SusanW1 (Michigan)
Posts: 5,202
Posts: 5,202
Posted:
Wayman - EACH board member deserves his/her own recall or removal motion. Just wanted to be sure you did not think you could run a total coup on the entire current board.
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