Board Member Misses Meetings
Our HOA Bylaws call for a Board of Directors position to be vacated if a member misses 3 consecutive Board meetings. There is a Board member that missed 3 in a row earlier this year and the Board did nothing. Her Board position is now coming open in a couple weeks and she is running again. Our property manager told me that the only way a Board member can be removed in Arizona is by a petition for recall. Doesn’t having the rule in our Bylaws matter?
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Steve;
For once your community manager is at least partially correct. The only way a board member can be removed is via a petition for that action by the members. While I’ve not read your specific bylaws, what most say on this matter is that if a board member misses three consecutive meeting without advance authorization he/she is considered to have resigned. A resignation is not a removal. Like everything the board president gets to decide what he or she does in this matter. If he likes the other board member he will simply claim that all the absences were authorized and do noting if he does not like the board member he simply claims that the board member resigned. Even if the board member resigned via his absences he could still run for reelecting and the homeowners get to decide if his level of commitment to the community is what they want from their board members. If you have a concern don’t vote him or her back in.
Dennis
Hi Dennis – thank you so much for your reply. I certainly appreciate the input of a totally objective person on this issue. Here is what the bylaw specifically says:
“Except for members of the Board of Directors appointed by the declarant, declare the office of a member of the Board to be vacant in the event such member shall be absent from three(3) consecutive regular meetings of the Board of Directors”.
I really do not want to go on a witch hunt regarding rules and bylaws that have not been enforced like this, but I do want to raise awareness of a Board member who is not living up to the spirit of the Bylaw.
Steve;
Reasonable approach. Your bylaws are clear there is no wiggle room in that language. Miss three consecutive meetings for whatever the reasons and you effectively resign you position on the board. The board need not take any action other than to appoint someone else to fill the vacancy. This is not only the spirit of the bylaws it is the letters of the bylaws. The association is bound to comply and operate the corporation in accordance with their bylaws. if the board does not like them they can change them via the process described in the bylaws.
Dennis