Board Member Removal

Started by TomW9 • 5 replies • 4880 views

💬 Join us to post & get advice from 50,000 HOA & Condo leaders.

⚡ Takes 30 seconds

Already a member? Log in

TomW9 (Texas)
Posts: 2

Posted:

The Board of Directors have notified a board member of actions to remove for cause. Per our bylaws, a meeting is scheduled after the required 10 days, allowing her to appear in person or in writing, to appeal. Since this is a closed meeting, is this person allowed to bring an attorney or any party to represent his position?

MaryA1 (Arizona)
Posts: 7,043

Posted:

Tom,

I'm surprised a vote of the membership is not required to remove a director from a board position. And, are you certain this is allowed to be done in a closed session? Have you checked out state law on this? I don't know if TX is an open meeting state or not. But, in AZ this meeting would have to take place in an open session. IMO, she can be represented by an attorney if she chooses whether a closed or open session. I don't know that anyone can be denied the right to be legally represented.

May I ask what the reason for the removal is?

LynetteB (Texas)
Posts: 141

Posted:

I would say she could bring her attorney or other party, but I would first thoroughly look at your docs and make sure the board can remove the director. If the cause you are referring to involves any type of criminal activity, the board should be consulting council of your own.

Here is some of what the Texas laws have on removal of director:

Business Organization Code, Title 2,Chapter 22 Non Profit, Subchapter E.,
Section.22.211. REMOVAL OF DIRECTOR. (a) A director of a corporation may be removed from office under any procedure provided by the certificate of formation or bylaws of the corporation.
(b) In the absence of a provision for removal in the certificate of formation or bylaws, a director may be removed from office, with or without cause, by the persons entitled to elect, designate, or appoint the director. If the director was elected to office, removal requires an affirmative vote equal to the vote necessary to elect the director.

Vernon's Texas Civil Statutes Chapter 9
Article 1396-2.15
D. A director may be removed from office pursuant to any procedure therefor provided in the articles of incorporation or by-laws. In the absence of a provision providing for removal, a director may be removed from office, with or without cause, by the
persons entitled to elect, designate, or appoint the director. If the director was elected to office, removal requires an affirmative vote equal to the vote necessary to elect the director.

Good Luck.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Tom,
I also would be curious as to remove from the Board for cause. I know you have posted that this removal is according to your documents. I just wonder what causes are listed in your document? I also agree you could remove the Board member from an officer position for cause. A hearing should be held and if necessary some of it could be closed, but I am not sure the entire meeting should be closed. I doubt if the Board needs any explanation to remove a Board member from an officer position. The Board elected them then could de-elect them from the officer position. Beyond that, if the cause is criminal, it must be handled through the courts, I would certainly think the Board would not want to get involved in a criminal case or make some pronouncement of guilt. But, a scenario of a Board member being declared guilty of a legal offense, is something the board should not be involved in. After the fact, and removal of a Board Member from officer assignment seems prudent, That could be done to protect the association, anything else seems to me is "innocent until proven guilty", and the board is not a judicial panel.

RogerB (Colorado)
Posts: 5,067

Posted:

Tom, plese post the bylaw which allows the Board to try to remove a Board member. If the Board wants to remove for cause they better have unquestionable proof of the alleged cause; otherwise it is best to remove without cause (no claim of alledged cause).

I doubt that your Board can remove a Board member - check all controlling documents (most controlling documents require a duly called meeting of the association members and a vote of 50%+1 or else 2/3).

Also, I seriously doubt it can be done in a closed session - again check all controlling documents.

The Board member which the Board wants to remove absolutely should be allowed to be present; allowed to present testimony in their defence; and be allowed to be represented by an attorney and/or any other parties they chose.

RichardP13 (California)
Posts: 1,767

Posted:

We are in the process of amending and restating our Bylaws. We have added a qualifications section:

1) Must be Member of the Association
2) At least 18 years of age
3) Must not be more than 30 day delinquent any assessment
4) Cannot miss 3 meetings within a 9 month period or 3 consecutive meeting of the Board
5) Ceases to be a Member of the Association
6) Cannot be a sit on Board when a co-owner of the same unit is already sit on the Board

If a Board Member fails any of the above test, the will be removed by the Board, action will be taken at the next Board Meeting following non-compliance.

🎯 You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

✓ Ask follow-up questions
✓ Share your experience
✓ Get expert advice
✓ Access 350,000 discussions

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in here