Removal of board officer from that role

[Wild Dunes]

The majority of our HOA board would like to remove a difficult board member from officer role, but not from the board. Our bylaws speak only  to removing a member from the board. Does RONR speak to that? I can't find the information. Thank you.

[Joshua Katz]

How do your board members and officers get selected?

[Wild Dunes]

Board members, who are association homeowners, are elected each year by the association members for a 2-yr term. The new board, once seated, elects its officers.

 

[Joshua Katz]

In that case, since the board is the appointing body, it is also the body that can handle removal. Next question - how are the terms of office defined in the bylaws?

[Wild Dunes]

The term of office for Directors shall be two years commencing at the January Board of Directors meeting following the certification of the election and the seating of the new Directors.

[Joshua Katz]

In that case, if you wish to remove an elected officer from their position, you will need to follow the disciplinary procedure in RONR chapter XX.

[Wild Dunes]

Thank you.

 

[Wild Dunes]

On 4/18/2024 at 7:56 PM, Joshua Katz said:

In that case, if you wish to remove an elected officer from their position, you will need to follow the disciplinary procedure in RONR chapter XX.

To be sure I understand. We are removing a director from the office of secretary. That director will remain on the board.  My understanding of what I have read so far in XX is that this chapter is speaking to removing a director from the board. What am I missing?

Edited to add:  and the board can take the action to remove the person from the office of secretary? 

Edited April 19, 2024 at 03:24 AM by Wild Dunes
added clarification

[Jay M]

Removal from Office
62:16    Except as the bylaws may provide otherwise, any regularly elected officer of a permanent society can be removed from office by the society's assembly as follows:
• 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 (19) affecting the organization of the assembly, and so also is the filling of any vacancy created by the adoption of such a motion. 6
• If, however, the bylaws provide that officers shall serve only a fixed term, such as “for two years” (which is not a recommended wording; see 56:28), or if they provide that officers shall serve “for __ years and until their successors are elected,” an officer can be removed from office only for cause—that is, neglect of duty in office or misconduct—in accordance with the procedures described in 63; that is, an investigating committee must be appointed, charges must be preferred, and a formal trial must be held.

[Wild Dunes]

On 4/18/2024 at 8:28 PM, Jay M said:

Removal from Office
62:16    Except as the bylaws may provide otherwise, any regularly elected officer . . . . .
 

Our confusion in part is with the word officer as bolded. This could be construed as officer of the board, meaning any of our board members. We are concerned about one specific board member [officer] that happens to hold the office of secretary. Does 62:16 apply to the office of secretary interpretation?

[Joshua Katz]

The difference is that, to remove someone from the office of director, the assembly needs to follow those procedures, since it elected them to that position. Since the board elected the person here to the office of secretary, it is the board that follows those procedures.

[Wild Dunes]

Thank you, Mr. Katz.