While most homeowner and condominium associations aren’t exactly models of harmony and cooperation, they are at least functional and generally comport themselves according to the bylaws, covenant and restriction documents and applicable laws that govern them.
But every once in a while, there’s that one guy.
You know the board member or president I’m talking about: the one who goes overboard with power, who doesn’t know how to exercise restraint, who shirks responsibilities and who makes improper promises to residents, vendors, managers or other stakeholders without going through proper channels.
And then there are the association board members or presidents who have toxic personalities and, while they may be competent in their duties, are so difficult to get along with that they alienate others and dissuade them from contributing to the community.
Let’s say you believe another board member needs to go. You have this opinion not due to a disagreement over reasonable policies or priorities, which are a fact of life in any governing body, but over something more substantial like an abuse of power, disregard for the governing documents, violations of their fiduciary duty to the association, failure to attend meetings as required or general garden-variety incompetence. What needs to happen? Can other board members or association members have them removed from authority?
Here are eight things you need to keep in mind should you find yourself in this situation.
Removing Board Members and Presidents Are Two Different Things
Board members are elected by the owners at large, not by other board members. Since the board did not select their own members, they cannot deselect them, either. The job of firing an association board president is therefore ultimately the job of the association members.
However, association boards often elect their own officers. It is therefore usually easy for a board to vote for a new president, though the board cannot on its own authority vote another member off the board, except under specific circumstances spelled out in the bylaws.
Check Association Documents for Minimum Standards
The minimum standards for board members and presidents should be spelled out in your association’s bylaws. They should include standards like “Board members must attend X percent of all prescheduled meetings, to be held according to a predictable schedule.” Failure to meet these standards will justify – or even require – their removal from the board.
State Laws May Facilitate Removal
Some states, including Florida, require homeowner and condominium association boards to remove board members upon the conviction of a felony. Similar provisions may apply to any board member who is personally delinquent on their association dues. If you live in states where these laws apply, the board will have no choice but to remove the problem board member from office.
Limit Their Authority
If you can’t remove a board member outright because of their problematic behavior, you may be able to contain the damage they’re causing by removing them from official positions, committees or task forces.
Wait Until the End of Their Term
Taking decisive action against a problem board member carries the risk of bad blood, dissent and aggravation among the board members who voted them into office in the first place.
Terms expire eventually. In some cases, waiting the problem board member out and working on electing someone else in their place when the next election cycle comes around is the best course of action. Discretion is the better part of valor.
Correct Problems Through Education and Persuasion
Often problem board members can be brought back on the reservation with education and persuasion. New board members can make mistakes, and even the most well-meaning of them are prone to missteps, especially if they don’t have the benefit of a background in real estate law or non-profit governance.
Often the best way to educate and persuade problem board members is one-on-one. Be careful about getting multiple board members to work together on this, though, because doing so would prohibit you from conducting the meeting off the record.
Request Their Resignation
If the problem board member can see the inevitable, that they will be booted out of office sooner or later, requesting their resignation may be the best solution. However, ensure that the problem board member has had the opportunity to defend themselves and present evidence in their favor.
Call a Vote for Their Removal
Most bylaws that address the removal of a board member by their peers require a unanimous vote. Check for procedural hurdles in your bylaws regarding quora, advance meeting notice, special meeting requirements, proxy voting and other specifications. Do you have the required number of signatures to schedule a special meeting? Has this fact been documented in your association’s minutes and official records?
It’s also not enough to pass out flyers and put up a notice on the community bulletin board. Removing a board member is a major administrative and legal event for a homeowners association. Make a concerted effort to notify absentee owners so they can vote their proxies and limit the ability of non-owners to vote improperly.
Expect emotions to run high at these proceedings. It’s not unusual for a jilted board member to sue their peers or the association itself after such a vote.
One final note: Before taking action, remember that every board member was elected by other members of your homeowner or condominium association and it’s therefore presumed that they represent their constituents. By stripping a board member of authority and responsibility and forcing them to resign or be removed from office, you are also denying their constituency the representation they voted for. Ergo, such actions should be taken only with reluctance and in specific circumstances spelled out in your bylaws.