Removing Board Members

Our bylaws are vague. However in my community we have 5 board members. We would like to remove three who are very close friends and always have the majority vote.
Our community is being ruined by these three people. How can we stop them?

Rebecca,

As previously posted by Daniel, you can gather signatures for a special meeting. Your governing documents should have info on how many signatures are required. They vary between 20% to 40%.

The issue isn't going to be easy. After all, the people had enough votes to get elected. I would suggest gathering support, get members to volunteer to run for the board and solicit proxies so these people will not have the votes. In order to gather support you will have to explain what is happening. Use only the facts and not personal opinions. Gather these facts by attending meetings, reading minutes, reading and understanding your Associations governing documents (including policy resolutions) and State/Federal laws.

Speaking from experience, this can also be a slow process. It took me around three years to understand and then educate the membership about various issues.

Hope this helps,

Tim

Richard,

Anytime the board meets in executive session, the reason why the board met should be documented in open meeting minutes. Something like:

The board adjourned to an executive session for the discussion of [insert topic here].

Votes should not be taken during executive session (but State laws differ on that} so if they are, they should also be documented. Example:

The board reconvened the meeting from executive session. [then in the open meeting, someone make a motion to vote on the issue].

OR

The Board reconvened the meeting from executive session and reports that with a vote of x to y the [insert issue] is [tabled, passed, defeated, etc.].

If a separate meeting was called by itself as an executive session only (fining a member could be an example), the executive reason for the meeting and the outcome of the meeting should be documented in the next scheduled meeting minutes (similar to actions taken without a meeting).

VA law prohibits secret votes by the Board. So in VA, the board is not allowed to vote in executive session. CA law may differ. Check not only HOA laws but CA corporate law (if the Association is incorporated) for your issue.

With all of that being said. What can be done if the Board chooses to ignore and/or violate the law? In my opinion, if it's not a criminal act (like embezzling funds)there are very few choices and these choices apply to every issue:

1) Point the issue out to the Board and hope they start to comply.
2) Point the issue out to the membership and hope they listen and replace the board in a special or general election (of course this requires others to volunteer to serve) or enough pressure is generated on the board that they start to comply.
3) Ask a court of law for an injunction and/or relief (requires time and money).
4) Fret and fume in silent
5) Fret and fume in public (which usually doesn't make anyone happy)
6) Sell and move.
7) Get involved and try to change things so they run properly and as the membership desires.

For my issue I investigated all of the options and chose a combination of #7 and #2.


Expecting that your BOD isn't the first board for the Association, appointees are usually appointed to serve the remainder of the term of the vacant seat. If they were appointed to a vacancy that had a one year election cycle, that appointment ends when that cycle is up.

The Board does not have the power to change the cycle on their own. Even if the membership changes the cycle (say from one year to two years) it doesn't change the existing seat until the new election. That would be like saying Presidential elections will be held every 10 years instead of every four. The current President was only elected for four years and that can not change until the new election (at least that's the way I understand it).


There are only two type of proxies. General and Directed. General allows the individual to vote as they see fit. Directed directs the individual to vote a specific way on specific issues and how they see fit for anything that was not directed.

When I introduced directed proxies to my Association last year, the BOD and I discussed and came to the conclusion that the board would require the proxy to fill out the ballot per the proxy in front of a representative. This way, the board could ensure that the directed proxy was being followed. We had agreed that by submitting a directed proxy, the member gave up the right to a secret ballot because the proxy is a non-protected document that anyone could review if requested.


I would offer the suggestion of leaving the quorum requirement alone but adding that if a quorum is not met, the meeting can be ended and at the new meeting (with the same agenda) held within x days, the quorum is reduced by half.

Hope this helps and thanks for the kind words. However, I have learned that there are others that know more than I.

Tim

Rebecca,

First of all you need to research your bylaws and state law to see if there is a procedure that must be followed to remove a board members.

Secondly you need to have a legitimate reason for wanting to remove a board members, together with documented proof of their wrongdoing. Just the fact that 3 members always vote alike, thus have the majority vote is not a valid reason. Also just stating that they are ruining the community is not a valid reason. You must be more specific and have proof of your allegations.

Richard unless you received something different than the attorney’s letter you posted on your website; I would consider that more of a cease and desist rather than a censure. And while the attorney asked you not to communicate with the PM on one specific matter, citing the volume of your inquiries was interfering with his normal work; she did say you could attend open Board meetings and raise any issues you have in the open forum part of the meeting.

This is a perfect example of how advise can only be given based on what was posted, personal experiences, research and, hopefully, some common sense.

Having more information may change the advise. Some people are trained to ask specific questions (like doctors and lawyers) so they can provide better advise. Of course those people are also being paid to ask those questions.

How many times have all of us asked for specific wording in a document or directed posters to their documents? We do this because experience has taught us that every Association has differences and the phrasing of the language can alter the approach needed to address an issue. Just as political polls word questions to try and elicit a certain response, everyone tends to ask questions to elicit agreement with their thoughts. I don't believe this is done intentionally. All posters have usually been dealing with an issue for awhile and come to expect that everyone already knows the background or other details associated with the issue. We don't.

Tim