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Removal from Office

Guest East Wheaton

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On 11/25/2021 at 12:55 PM, Joshua Katz said:

Yes, in chapter XX, but your own procedures, if any are in your bylaws, would prevail. However, the first question to ask is, what do the bylaws say about the term of office?

Nothing, beyond the original 1984 officers. (This is a Florida condominium association.) An election is held annually for officers from among the directors by "tradition," but nothing requires that and there is nothing about terms/term length in the bylaws. Here's what the bylaws say about officers: "They may be removed by a majority vote of the Directors at any meeting." Nothing about procedure, notice/notification, due process, etc.; just "[t]hey may be removed by a majority vote of the Directors at any meeting." However, it also states: "Roberts Rules of Order (latest edition) shall govern the conduct of Association proceedings when not in conflict with the Declaration, the Articles, By-Laws, the Lease Agreement, if applicable, Management Agreements, or with the Statutes of the State of Florida."

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On 11/25/2021 at 7:32 PM, Guest East Wheaton said:

They may be removed by a majority vote of the Directors at any meeting."

Well, that appears to be your answer. Your bylaws supersede RONR. Your bylaws appear to provide that officers may be removed by the board at any meeting. This would be done by a motion to remove the officer. It would be handled the same as any other motion. It appears to me that removal can be with or without cause, but that is a matter of interpreting your bylaws, which only members of your organization  can do. We cannot do that for you. The removal from office procedures in RONR apply only when your own bylaws do not contain applicable provisions.

I will note that since this is a homeowner association, there might be state laws which apply to proceedings to remove officers. I suggest you have an attorney check on that for you.

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It's a bit afield from your question here (or perhaps not, actually) but I would suggest amending the bylaws to have a term of office.

And, when you do, consider that the way the term of office is defined impacts how they may be removed. If the term of office says "or until their successors are elected," they may be removed by electing successors. If not, the only way to remove them is by the disciplinary process. Unless your rules say something different, which they do here, but that could be simplified while dealing with the term of office issue.

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On 11/26/2021 at 7:04 AM, Joshua Katz said:

If the term of office says "or until their successors are elected," they may be removed by electing successors.

Perhaps they could be (if one interprets the bylaws by applying the words themselves), but that is not what RONR prescribes.

« If the bylaws provide that officers shall serve “for __ years or until their successors are elected,” the officer in question can be removed from office by adoption of a motion to do so. The vote required for adoption of this incidental main motion is (a) a two-thirds vote, (b) a majority vote when previous notice (as defined in 10:44) has been given, or (c) a vote of a majority of the entire membership—any one of which will suffice. A motion to remove an officer from office is a question of privilege affecting the organization of the assembly, and so also is the filling of any vacancy created by the adoption of such a motion.

The assembly normally cannot proceed to fill the vacancy created by removal of an officer immediately, since notice is a requirement (see 32:7). If the president is removed from office, the vice-president thereby succeeds to the presidency, creating a vacancy in the vice-presidency which requires notice to fill. If it is desired to fill a vacancy that may be created by removal, previous notice may be given in advance of the meeting at which removal is contemplated that, should removal of the officer occur, the resulting vacancy may be filled at that meeting. » (RONR (12th ed.) 62:16, first subparagraph and footnote)



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