Removal by Co-Owners of Building managerf

[Guest Abby]

If the HOA bylaws state that the Building Manager is appointed by the Board of Directors, and is silent to her removal, do the Co-Owners have any right to request her Removal if the Board does not agree? There is removal in the Bylaws pertaining to Board of Directors and Officers but not to Building Manager. One Co-Owner says 25% but there is nothing in the Board bylaws.  I will check the State Statute.  Has anyone had a similar situation? 

[Chris Harrison]

The members can request whatever they want but that doesn't mean their request will be granted.  Since you say the Bylaws don't say anything about removing the Building Manager I suspect (absent some superior rule or law saying otherwise) the Board is the only body who can remove her.  However, there is always the option of electing Board members who are willing to get rid of her. 

[Atul Kapur]

Is it a right/duty exclusively reserved to the board (you'll need to carefully read the bylaws to decide that)?

If not, then the membership meeting can also make this decision. Or, make a motion to instruct the board to do so.

[Josh Martin]

7 hours ago, Guest Abby said:

If the HOA bylaws state that the Building Manager is appointed by the Board of Directors, and is silent to her removal, do the Co-Owners have any right to request her Removal if the Board does not agree? There is removal in the Bylaws pertaining to Board of Directors and Officers but not to Building Manager. One Co-Owner says 25% but there is nothing in the Board bylaws.  I will check the State Statute.  Has anyone had a similar situation? 

It depends on whether or not the bylaws (or statute) grant the board the exclusive authority to appoint this person. The authority to appoint carries with it the power to remove. If the bylaws do not grant the bylaws exclusive authority in this regard, then the society could, at a meeting, instruct the board in this matter. It would take a majority vote, at a regular or properly called meeting with a quorum present. I have no idea where this “25%” is coming from or what exactly it means.

”Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late (see 35).” (RONR, 11th ed., pg. 483)

Of course, since the bylaws grant the membership the authority to remove board members, then another option (in the event the board does have exclusive authority in this matter) would be to start removing board members and replacing them with persons who are willing to remove the Building Manager.

I would note that it may be prudent to consult a lawyer, since there may well be provisions in state statute on this matter pertaining to HOAs, and also because this involves the removal of an employee.

Edited October 1, 2019 at 10:06 PM by Josh Martin

[Gary Novosielski]

4 hours ago, Josh Martin said:

Of course, since the bylaws grant the membership the authority to remove board members, then another option (in the event the board does have exclusive authority in this matter) would be to start removing board members and replacing them with persons who are willing to remove the Building Manager.

Even though it may appear that a number board members must be removed, it is often necessary to remove only one, as long as the reason for removal is made clear.  This has been known to clarify the situation for the remaining members, making further removals unnecessary.