Approval of Minutes

[Oezuwn]

On 5/12/2024 at 1:21 PM, Joshua Katz said:

Well, I don't know that yet. See below.

What do the bylaws say about the job of the president?

As a general matter, individual board members have no power to do much of anything. It is the board itself that makes decisions. So the president is correct that individual board members can't call up the lawyers and start telling them what to do. But board decisions do somehow have to get conveyed to employees who act on them. Often, the president is that channel of communication. But let's see if the bylaws say anything.

This applies to membership on the board, elected by the members. The members, because of this language, would need to follow RONR's disciplinary procedures (or those in your bylaws, if any) to remove a person from the board itself. They could not do it by motion. But what about the board removing an officer but keeping them on the board? In my personal opinion, since the bylaws (as far as I know) say nothing about the term of office for, say, the president, the electing body could remove them from office at any time, by, essentially, a motion to rescind something previously adopted, i.e. by a 2/3 vote or a majority vote with notice. But we'll see what others think.

I don't know what you mean by the parenthetial, but if you mean if no one runs, the current board stays in place, that practice needs to stop. It directly contradicts the term of office provision above, and denies people their rights to elect a board.

The practice of discussing and deciding amongst yourselves should also stop. You should, in accordance with basic principles of democracy embodied in RONR, elect your officers, not try for some sort of consensus. The constituency electing board members has a right for the board to behave democratically.

 

 

On 5/12/2024 at 1:21 PM, Joshua Katz said:

Well, I don't know that yet. See below.

What do the bylaws say about the job of the president?

As a general matter, individual board members have no power to do much of anything. It is the board itself that makes decisions. So the president is correct that individual board members can't call up the lawyers and start telling them what to do. But board decisions do somehow have to get conveyed to employees who act on them. Often, the president is that channel of communication. But let's see if the bylaws say anything.

This applies to membership on the board, elected by the members. The members, because of this language, would need to follow RONR's disciplinary procedures (or those in your bylaws, if any) to remove a person from the board itself. They could not do it by motion. But what about the board removing an officer but keeping them on the board? In my personal opinion, since the bylaws (as far as I know) say nothing about the term of office for, say, the president, the electing body could remove them from office at any time, by, essentially, a motion to rescind something previously adopted, i.e. by a 2/3 vote or a majority vote with notice. But we'll see what others think.

I don't know what you mean by the parenthetial, but if you mean if no one runs, the current board stays in place, that practice needs to stop. It directly contradicts the term of office provision above, and denies people their rights to elect a board.

The practice of discussing and deciding amongst yourselves should also stop. You should, in accordance with basic principles of democracy embodied in RONR, elect your officers, not try for some sort of consensus. The constituency electing board members has a right for the board to behave democratically.

 

Mr. Katz,  Thank you for your patience.  I am surely not an expert but am trying to understand our docs better& I appreciate your advice., all of you who are helping me!

The job of the President, quoted from our docs”:3.2  President    The President shall  be the Chief Executive Officer of the Association.  The President shall preside at all meetings of the Association and the Executive Board. The President shall have all of the general powers and duties which are usually vested in the office of President of an organization, including but not limited to the power to appoint committees from among the unit Owners from time to time as may in the President’s discretion be appropriate to assist in the conduct of the affairs of the Association."

As to your comment that Board members can’t call lawyers & tell them what to do:  In our case, the majority often wants to simply ask questions to clarify association docs & legal details that this Board is stuck on, like this grill situation I’ve been talking about.  We simply want guidance from our lawyers.  The President won’t ask them b/c it costs money.  She's baffled, too, RE this grill issue but when things happen like this, she just goes by her (misguided) instincts, even if she’s biased about allowing (or not) grilling at the association.  She, apparently, deeply believes in her gut ideas whether they’re in line w/our docs or not-4 yrs. of this behavior.  So, she doesn’t want us, the Board majority, to get the answers from our lawyers so she tells them not to take calls from us.  Rather, she wants us to blindly follow what she thinks-crazy! We could be breaking rules & putting the Board & the association in serious peril with resulting liabilities if we DID have a grill fire. She is the channel of communication but she’s also prone to misuse what powers she may have to her advantage. She also does this behavior w/our property manager resulting in lots of confusion amongst Board members & owners.

RE removing the President:  Let me re-state - Our community is apathetic. Even if we could get owners to engage in this removal, I believe we have to get 2/3rds of our 68 units to vote that way, in order to vote the President off as President.  We do not have that 2/3rds vote.  We’re short about 20 owners, or so.    So, does the Board just have to put up with this President’s ways?

RE my parenthetical: you think right & you say that practice needs to stop. I haven’t mentioned this yet.  Maybe it makes a difference. Our docs have Board positions that open each year, staggering our 5 positions from year to year: ie-last year, there were 2 positions that were open to owners if they wanted to run for the Board.  This year, there will be 3 positions that will open to owners if they want to run for the Board. Next year, there’ll be 2 Board positions that owners can run for the Board if they wish & so on.

I want to follow RONR practices.  In my case, it’s matter if ignorance & I’m trying to change that by engaging with those who have a mastery of RONR principles.  I hope I’ve clarified what’s going on & thank you.

[Joshua Katz]

On 5/12/2024 at 11:46 AM, Oezuwn said:

The President shall have all of the general powers and duties which are usually vested in the office of President of an organization, including but not limited to the power to appoint committees from among the unit Owners from time to time as may in the President’s discretion be appropriate to assist in the conduct of the affairs of the Association."

This gets heavily into bylaw interpretation, and your board/organization will have to decide what this (not all that helpful) phrasing means. In my opinion, the president would communicate with employees on behalf of the board. But that doesn't give unlimited discretion. The board still makes the decisions.

On 5/12/2024 at 11:46 AM, Oezuwn said:

In my personal opinion, since the bylaws (as far as I know) say nothing about the term of office for, say, the president, the electing body could remove them from office at any time, by, essentially, a motion to rescind something previously adopted, i.e. by a 2/3 vote or a majority vote with notice. But we'll see what others think.

Well, asking for a legal opinion is giving a lawyer work to do, and, as you note, it costs money. Were I on the board, I would first move to establish a fund for asking questions, then to direct the president to ask a list of questions to the lawyers, or to ask for an opinion on: topic. I'd come to the meeting with those questions prepared, after consulting with the people who agree with me.

On 5/12/2024 at 11:46 AM, Oezuwn said:

RE removing the President:  Let me re-state - Our community is apathetic. Even if we could get owners to engage in this removal, I believe we have to get 2/3rds of our 68 units to vote that way, in order to vote the President off as President.  We do not have that 2/3rds vote.  We’re short about 20 owners, or so.    So, does the Board just have to put up with this President’s ways?

 

As I said, I think the board can remove the president by a 2/3 vote, or a majority vote with notice. Not from the board, but from the presidency. The board does not have the power (also in my opinion, but this I think very clear) to remove anyone from the board.

 

On 5/12/2024 at 11:46 AM, Oezuwn said:

Our docs have Board positions that open each year, staggering our 5 positions from year to year: ie-last year, there were 2 positions that were open to owners if they wanted to run for the Board.  This year, there will be 3 positions that will open to owners if they want to run for the Board. Next year, there’ll be 2 Board positions that owners can run for the Board if they wish & so on.

That's fine. But I think from your last couple posts that, if there are not enough candidates, your current board members just stay, unelected. You need to hold an election, in which the current member can run. But since nominations from the floor are in order, someone else might win.

[Oezuwn]

On 5/12/2024 at 2:06 PM, Atul Kapur said:

Not so fast. The term of office as a director is, apparently two years. But you have said that there are no term limits, so she is apparently in her second term.

Please do as Mr. Honemann requests and 

While you're at it, please also provide the exact language saying how the officers are decided by the board.

All of these parts may be relevant to answering your questions.

OK, Mr. Kapur, I’m in over my head!  When you say, "The term of office as a director is, apparently two years”.  Here’s my first misunderstanding: In this case, I think the President is a director and has 2 years, only, in that position. Am I right or wrong? When I was asked by another gentleman in this thread to quote exactly what our docs say, I was corrected by that line quoted from our docs, "The term of service of each member of the Executive Board, shall extend for a period of two (2) years.” 

What I said just several entries back was a misunderstanding on my part.  Each time you fellows ask me a question, I’m learning as you’re bringing me thru this.  So, when I said awhile back, that there were no term limits, it looks like I was wrong.  My mistake.

[Joshua Katz]

On 5/12/2024 at 12:02 PM, Oezuwn said:

 Here’s my first misunderstanding: In this case, I think the President is a director and has 2 years, only, in that position. Am I right or wrong? When I was asked by another gentleman in this thread to quote exactly what our docs say, I was corrected by that line quoted from our docs, "The term of service of each member of the Executive Board, shall extend for a period of two (2) years.” 

If that is all that is said, then no, it is not 2 years and "2 years, only." The President of the US has a term of office of 4 years, but many Presidents, including at one least one of the last 2, serve more than 4 years, because they serve another term. Before we amended the Constitution, they could serve as long as we tolerated them, but in 4 years increments. (Unlike civilized countries without specified terms, but that's another issue.) The same is true for your president, but in 2 year increments. Your problem is the lack of elections when terms end, not term limits.

 

On 5/12/2024 at 12:02 PM, Oezuwn said:

What I said just several entries back was a misunderstanding on my part.  Each time you fellows ask me a question, I’m learning as you’re bringing me thru this.  So, when I said awhile back, that there were no term limits, it looks like I was wrong.  My mistake.

I have seen no evidence that there are term limits.

[Oezuwn]

On 5/12/2024 at 1:30 PM, Dan Honemann said:

You need to quote everything in your governing documents relating to terms of service of officers as well as members of the board, and everything relating to any limitation on the number of terms they may serve.

Here’s where I need your help, Mr. Honemann (well, I need a lot of help (ha)). Let me embarrass myself further.  You’d like me, "to quote... relating to terms of service of officers as well as members of the Board”. Service of officers and members of the Board are the same thing, to my mixed up mind.  Apparently, they’re not.  Patience, Mr. Honemann.  What’s the difference?  Thank you.

[Joshua Katz]

On 5/12/2024 at 12:16 PM, Oezuwn said:

What’s the difference?  

That varies by organization, and gets confusing because RONR refers to directors as officers. In your organization, though, people are elected to the board, and then the board selects the officers from its number. So that should make clear the difference - at the first board meeting, there are board members but no officers yet.

[Oezuwn]

On 5/12/2024 at 3:19 PM, Joshua Katz said:

That varies by organization, and gets confusing because RONR refers to directors as officers. In your organization, though, people are elected to the board, and then the board selects the officers from its number. So that should make clear the difference - at the first board meeting, there are board members but no officers yet.

Yes, you are correct!  I actually know what you’re saying...  at the 1st Board meeting, there are board members but no officers yet. Got it & that’s why we discuss which positions we’ll fill amongst ourselves. Thank you.

[Josh Martin]

On 5/12/2024 at 2:23 PM, Oezuwn said:

Yes, you are correct!  I actually know what you’re saying...  at the 1st Board meeting, there are board members but no officers yet. Got it & that’s why we discuss which positions we’ll fill amongst ourselves. Thank you.

Okay, so now that you understand this, what do your bylaws say pertaining to this subject?

If your board elects its own officers, then your board does have the authority to remove those officers. But what exact procedure will be required to do so will depend upon the following:

• What, if anything, your bylaws say regarding removal of officers.
• If the bylaws are silent, what the bylaws say regarding the term of office for officers.

This is why we really need an answer to this question, in order to answer your question about how the board may remove the President.

Edited May 12, 2024 at 07:47 PM by Josh Martin

[Oezuwn]

On 5/12/2024 at 3:16 PM, Joshua Katz said:

If that is all that is said, then no, it is not 2 years and "2 years, only." The President of the US has a term of office of 4 years, but many Presidents, including at one least one of the last 2, serve more than 4 years, because they serve another term. Before we amended the Constitution, they could serve as long as we tolerated them, but in 4 years increments. (Unlike civilized countries without specified terms, but that's another issue.) The same is true for your president, but in 2 year increments. Your problem is the lack of elections when terms end, not term limits.

 

I have seen no evidence that there are term limits.

Thank you for your patient explanation. So my President got her 1st term (2 years)as per my docs definition:The term of service of each member of the Executive Board, shall extend for a period of two (2) years.”  2 year ago, the President entered into her 3rd year in that position, mostly b/c no one wanted it except her.  However, last year in Sept, @ the annual meeting, a fellow came forward & was elected to the Board while one of the Board members did not run again so that position opened & was filled by the owners electing him onto the Board. At that 1st Oct., ’23' Board meeting, he & I wanted him to be President. The existing President’ entered her 4th year on the Board last Oct.& is still, today our President.  Last Oct, she wanted to maintain that position instead of the new fellow taking that position.  3 out of 5 Board members leaned her way & she continues as our President.

Asking you directly now, the way I explain this above, must we keep her as President till this 2nd year of her 2nd term expires?  Are you saying that it’s Kosher that she remains President & the present Board majority do not have the right to remove her by motion & vote within our Board?  As I said, we do not have 2/3rds of our 68 units who would vote her off the Board as President but we have 3 out of 5 Board members that are ready to remove her as President but keep her on the board as, say, member-at-large. Thanks.

[Atul Kapur]

You are repeating your questions without providing the information you are being told is required to answer your questions. Specifically:

On 5/12/2024 at 3:46 PM, Josh Martin said:

• What, if anything, your bylaws say regarding removal of officers.
• If the bylaws are silent, what the bylaws say regarding the term of office for officers.

If your fellow board members have similar confusion or lack of understanding regarding your governing documents, you would likely benefit from consulting a professional parliamentarian to review all your governing documents and explain your options. As you say you now have a majority of the board who are like-minded, you can have a motion to do so adopted by the board.

[Oezuwn]

On 5/12/2024 at 3:46 PM, Josh Martin said:

Okay, so now that you understand this, what do your bylaws say pertaining to this subject?

If your board elects its own officers, then your board does have the authority to remove those officers. But what exact procedure will be required to do so will depend upon the following:

• What, if anything, your bylaws say regarding removal of officers.
• If the bylaws are silent, what the bylaws say regarding the term of office for officers.

This is why we really need an answer to this question, in order to answer your question about how the board may remove the President.

Thank you for that, Mr. Martin.  As you say, our board elects its own officers so the Board has the authority to remove those officers, including the President, as I’m now understanding you.  I think I’m on the same page.  Now, I have to go back & review our docs about your 2 bullet points.  By experience, before I got on the Board 1.5 yrs. ago, 4 board members agreed to remove that Secretary from her position & ‘made her’ a member-at-large. She still stayed on the board & had board voting powers. From the outside, my just being a home owner, it looked like the Board majority ruled so whether they followed our doc rules or not, they did it that way. The problem here, is that our previous boards, on occasion, have done ‘illegal’ things, breaking from our document laws & doing what they want in order to get what they desire in the association, I’m sorry to say.

I’ll look thru our docs & try to send you those answers that you’re asking for.  Thank you.

[Gary Novosielski]

On 5/12/2024 at 9:11 AM, Oezuwn said:

Not sure what you’re asking.

 "In our association, owners are elected to the Board with no assigned position.  (An owner just "runs for the Board”) Once on the Board, we (those old & newly elected Board members) Board ‘discuss' which position the new member may hold & at that time, also consider reshuffling positions & assign those new positions, at that point".  

Does that answer your question?

Sort of, but you also said that the Membership elected her President, which does not seem to be how it works.

[Oezuwn]

On 5/12/2024 at 5:17 PM, Gary Novosielski said:

Sort of, but you also said that the Membership elected her President, which does not seem to be how it works.

Let me try again. The owners (is that what you’re calling the “membership”?) elect a fellow owner to the Board at the annual meeting of owners.  That’s it.  They don’t elect an owner to any specific board position, just to get on the Board.  Once on the board, all members talk & decide, amongst ourselves, who will get what position.  It’s really those 5 Board members who decide who gets what position.  Is that more clear?

[Gary Novosielski]

On 5/12/2024 at 5:27 PM, Oezuwn said:

Let me try again. The owners (is that what you’re calling the “membership”?) elect a fellow owner to the Board at the annual meeting of owners.  That’s it.  They don’t elect an owner to any specific board position, just to get on the Board.  Once on the board, all members talk & decide, amongst ourselves, who will get what position.  It’s really those 5 Board members who decide who gets what position.  Is that more clear?

Yes it is, and that's not at all an unusual way of doing things.  A sizeable fraction of boards work just that way, with the general membership electing board members, and then the board electing officers from among its own number.  

The only difference seems to be that you call it "talking and deciding" while RONR would consider it debating and voting.  Although it is only five members voting, it is in every sense of the word an "election" according to the rules in RONR.  Or should be.

[Joshua Katz]

On 5/12/2024 at 12:55 PM, Oezuwn said:

2 year ago, the President entered into her 3rd year in that position, mostly b/c no one wanted it except her.

This leaves out a mechanism. How did that happen?

On 5/12/2024 at 12:55 PM, Oezuwn said:

sking you directly now, the way I explain this above, must we keep her as President till this 2nd year of her 2nd term expires?  Are you saying that it’s Kosher that she remains President & the present Board majority do not have the right to remove her by motion & vote within our Board?

I'd need to know the answer to the question above to even begin on this.

On 5/12/2024 at 12:55 PM, Oezuwn said:

 As I said, we do not have 2/3rds of our 68 units who would vote her off the Board as President but we have 3 out of 5 Board members that are ready to remove her as President but keep her on the board as, say, member-at-large.

And as I said, if there is no additional information in the bylaws pertaining to this matter, then it will take a 2/3 vote of the board to remove her, OR a majority with notice. That's not 2/3 of the units, that's not 2/3 of the full membership of the board, it's 2/3 of those who are voting at a meeting. Or a majority of them, if notice has been given. But please answer the multitude of people asking if there is any further information.

[Oezuwn]

On 5/12/2024 at 5:31 PM, Gary Novosielski said:

Yes it is, and that's not at all an unusual way of doing things.  A sizeable fraction of boards work just that way, with the general membership electing board members, and then the board electing officers from among its own number.  

The only difference seems to be that you call it "talking and deciding" while RONR would consider it debating and voting.  Although it is only five members voting, it is in every sense of the word an "election" according to the rules in RONR.  Or should be.

Oh, that’s wonderful.  I didn’t realize that our way of "debating & voting” was fairly common.  Yes, I speak in informal language, “talking & deciding”.  I’m new at this & am always learning. Of course, “debate & voting” is exactly what happens.  Thanks for that word correction.  Yes, I see what you’re saying that, “...it is in every sense of the word an "election" according to the rules in RONR. 

You, gentlemen, are helping me, so much.  This General Discussion page is priceless.  I’ve been in, half this day, writing & investigating our docs.  Haven’t gotten much done, today.  I’ll look for those 2 bullet points Mr. Martin asked for, tomorrow.  It’s already night time!   Thank you, all !  

[Oezuwn]

On 5/12/2024 at 6:03 PM, Joshua Katz said:

This leaves out a mechanism. How did that happen?

I'd need to know the answer to the question above to even begin on this.

And as I said, if there is no additional information in the bylaws pertaining to this matter, then it will take a 2/3 vote of the board to remove her, OR a majority with notice. That's not 2/3 of the units, that's not 2/3 of the full membership of the board, it's 2/3 of those who are voting at a meeting. Or a majority of them, if notice has been given. But please answer the multitude of people asking if there is any further information.

Yes, Mr. Katz, I will answer those questions that you & others ask.  Night is falling & life goes on.  I’ll have to start again, tomorrow, to look thru our docs.  I’m also under pressure to get out our Board Meeting Minutes Draft to the other Board members.  Be patient.  I appreciate your help.  Thank you.

[Josh Martin]

On 5/12/2024 at 5:49 PM, Oezuwn said:

You, gentlemen, are helping me, so much.  This General Discussion page is priceless.  I’ve been in, half this day, writing & investigating our docs.  Haven’t gotten much done, today.  I’ll look for those 2 bullet points Mr. Martin asked for, tomorrow.  It’s already night time!   Thank you, all !  

I'm just going to provide the answers to both scenarios now (or well, just a brief summary for the second scenario).

First, if the bylaws themselves contain provisions relating to removal of these officers, then obviously those provisions must be followed.

If the bylaws are silent on the subject of removal but contain language providing that directors serve for a period of (for example) "two years or until their successors are elected," then the President may be removed (from the office of President, not from the board) by the board adopting a motion to remove the President. Such a motion may generally be introduced and considered the same as any other motion, and any of the following will suffice for the motion's adoption:

• A majority vote with previous notice
  • Notice may be given orally at the previous regular meeting, or may be included in the call of the meeting
• A 2/3 vote
• A vote of a majority of the entire membership of the board

In a small board with high attendance, the last of these may be the easiest. With regard to such a motion, the President should not vote, but ultimately has the right to vote. The President also should not preside over such a motion.

On the other hand, if the bylaws are silent on the subject of removal but contain language providing that directors serve for a period of (for example) "two years and until their successors are elected," or simply that directors shall serve for "two years" and do not contain the "until their successors are elected" clause, then the President may still be removed by the board, but it will require the formal disciplinary procedures discussed in Section 63 of RONR. Those procedures are far too lengthy to describe fully here, and they should be read in their entirety before proceeding, but generally the process involves the following steps:

• The adoption of a motion appointing an investigative committee.
• The report from the investigative committee on this matter on whether to prefer charges.
• The assembly adopting a motion to prefer charges and set a date for a trial.
• Holding a formal trial, at the conclusion of which the assembly votes on the question of guilt and the penalty.

Under this procedure, only a majority vote would be required for removal from office, and the President could not vote on this question (as the accused must leave the room during the final deliberations), however, it's a very long road to get there.

[Oezuwn]

Morning, All!

From our association documents:    2.4  Vacancies and Removal   Except as vacancies provided by removal of members of the Executive Board by the Unit Owners, vacancies is the Executive Board occurring between annual meetings of the Unit Owners shall be filled by the majority vote of the remaining members of the Executive Board.  Any member of the Executive Board may be removed by vote of seventy -five percent (75%) in interest of the Unit Owners at a special meeting of the Unit Owners called for that purpose. The vacancy so created in the Executive Board shall be filled at the meeting by a vote of the majority in interest of the Unit Owners or left vacant.

2.5  Term   The term of service of each member of the Executive Board shall extend for the period of two (2) years.

Keep in mind, we do not have 75% of 68 units to vote the President off the board.  Few would attend a special meeting to remove the President, anyway. I don’t think we’d even get a quorum at that special meeting so that’s a waste of time. Besides, we don’t want to remove this current President from the board, just assign her another position like member-at-large.

None of that 1st paragraph, above, from our docs, speaks to how the 5 Board members ‘remove’ her as President & assign her another Board position. I’ve read all 12 'By-Laws' pages.  This is the closest instructions that are written in our docs, referring to our topic.

Wait... I see that I’m reading the above, from a 2013 ‘updated' version (not sure of the right terminology) of our 1985 original documents. I have to dig those out & look up if there was something more specific in those docs about Board members removing the President from her position & reassigning her Board position to, say, member-at-large, or some other Board position. 

[Josh Martin]

On 5/13/2024 at 7:39 AM, Oezuwn said:

From our association documents:    2.4  Vacancies and Removal   Except as vacancies provided by removal of members of the Executive Board by the Unit Owners, vacancies is the Executive Board occurring between annual meetings of the Unit Owners shall be filled by the majority vote of the remaining members of the Executive Board.  Any member of the Executive Board may be removed by vote of seventy -five percent (75%) in interest of the Unit Owners at a special meeting of the Unit Owners called for that purpose. The vacancy so created in the Executive Board shall be filled at the meeting by a vote of the majority in interest of the Unit Owners or left vacant.

2.5  Term   The term of service of each member of the Executive Board shall extend for the period of two (2) years.

These provisions continue to be irrelevant.

As you have previously explained, the membership elects the board members and then the board elects the specific officer positions (President, etc.). You have again provided the same language as you have previously, which relates to electing directors, not to electing officers. It has no relevance to the question you have asked.

Do your bylaws say anything, anything at all on the subject of the board electing the President and other officers?

Do the bylaws even say that the board does elect the President and other officers?

On 5/13/2024 at 7:39 AM, Oezuwn said:

None of that 1st paragraph, above, from our docs, speaks to how the 5 Board members ‘remove’ her as President & assign her another Board position. I’ve read all 12 'By-Laws' pages.  This is the closest instructions that are written in our docs, referring to our topic.

No, the first paragraph above says no such thing. The paragraph above relates to removing board members from the board entirely and how to fill the resulting vacancy. It has nothing whatsoever to do with removing the President.

[Oezuwn]

On 5/13/2024 at 8:19 AM, Josh Martin said:

I'm just going to provide the answers to both scenarios now (or well, just a brief summary for the second scenario).

First, if the bylaws themselves contain provisions relating to removal of these officers, then obviously those provisions must be followed.

If the bylaws are silent on the subject of removal but contain language providing that directors serve for a period of (for example) "two years or until their successors are elected," then the President may be removed (from the office of President, not from the board) by the board adopting a motion to remove the President. Such a motion may generally be introduced and considered the same as any other motion, and any of the following will suffice for the motion's adoption:

• A majority vote with previous notice
  • Notice may be given orally at the previous regular meeting, or may be included in the call of the meeting
• A 2/3 vote
• A vote of a majority of the entire membership of the board

In a small board with high attendance, the last of these may be the easiest. With regard to such a motion, the President should not vote, but ultimately has the right to vote. The President also should not preside over such a motion.

On the other hand, if the bylaws are silent on the subject of removal but contain language providing that directors serve for a period of (for example) "two years and until their successors are elected," or simply that directors shall serve for "two years" and do not contain the "until their successors are elected" clause, then the President may still be removed by the board, but it will require the formal disciplinary procedures discussed in Section 63 of RONR. Those procedures are far too lengthy to describe fully here, and they should be read in their entirety before proceeding, but generally the process involves the following steps:

• The adoption of a motion appointing an investigative committee.
• The report from the investigative committee on this matter on whether to prefer charges.
• The assembly adopting a motion to prefer charges and set a date for a trial.
• Holding a formal trial, at the conclusion of which the assembly votes on the question of guilt and the penalty.

Under this procedure, only a majority vote would be required for removal from office, and the President could not vote on this question (as the accused must leave the room during the final deliberations), however, it's a very long road to get there.

Wow!  Incredible knowledge & yes, a long way to the end point of getting the President to another Board position.  Thank you!

As I said before, it’s happened in the last 4 years, that a Secretary (previous to me), her position was changed to member-at-large by a Board vote of 4 to 1(-the Secretary, herself).  It happened quickly.  Nothing like the procedure that you described above.  Now, I can’t tell & don’t know if they ‘winged it' or followed some directions from somewhere else, to assign her that other position.  I wouldn’t call those 4, exactly ethical, so they may have winged it (made it up) to switch her position.  They actually held Board meetings & didn’t tell her the meeting dates.  Unbelievable!

[Joshua Katz]

In that case, I don't think you can learn much from their practice.

But I remain unconvinced that the board must use a disciplinary procedure. I'm also finding my understanding called into doubt based on a point Mr. Martin raises:

On 5/13/2024 at 5:46 AM, Josh Martin said:

Do your bylaws say anything, anything at all on the subject of the board electing the President and other officers?

Do the bylaws even say that the board does elect the President and other officers?

On 5/13/2024 at 5:39 AM, Oezuwn said:

That is a very good question. Assuming it does say the board elects its officers, and there is no language on term of office, would you agree with me, Mr. Martin, that the board could remove an officer by adopting the motion to rescind something previously adopted?

[Josh Martin]

On 5/13/2024 at 7:51 AM, Oezuwn said:

As I said before, it’s happened in the last 4 years, that a Secretary (previous to me), her position was changed to member-at-large by a Board vote of 4 to 1(-the Secretary, herself).

Yes, I understand that this happened.

I have yet to see the relevant rules from your bylaws to determine whether this is how it should have happened.

On 5/13/2024 at 7:51 AM, Oezuwn said:

Now, I can’t tell & don’t know if they ‘winged it' or followed some directions from somewhere else, to assign her that other position.  I wouldn’t call those 4, exactly ethical, so they may have winged it (made it up) to switch her position.  They actually held Board meetings & didn’t tell her the meeting dates.  Unbelievable!

I am inclined to think the board was, as you say "winging it."

Now, it may well be they accidentally did things correctly, but I don't know, because despite repeated requests to do so, you have failed to provide the facts we need to answer your question.

As much as it pains me to do this, I think I will ask you at this point to copy/paste your bylaws in their entirety, because I don't expect we'll get our answers any other way.

On 5/13/2024 at 8:42 AM, Joshua Katz said:

That is a very good question. Assuming it does say the board elects its officers, and there is no language on term of office, would you agree with me, Mr. Martin, that the board could remove an officer by adopting the motion to rescind something previously adopted?

I would first note that even to the extent there is no explicit term of office, there is often an implied term of office. For example, if the bylaws provide that the board elects officers at the first board meeting following the annual election of board members, then if the bylaws are otherwise silent on the term of office, I would understand this to provide that board members serve for a term of office of one year.I suppose it is certainly conceivable, however, that an organization adopts provisions stating that the board elects its own officers, but provides no further details whatsoever on the time, place, or manner of elections or the term of office. In such a case, it seems to me the board members would serve indefinitely, either until they leave the board (assuming membership on the board is a prerequisite) or until the board elects new members, which it could do by a motion which has the same requirements for adoption as the motion to Rescind or Amend Something Previously Adopted, but is not, in fact, a motion to Rescind or Amend Something Previously Adopted (which I'm sure you are aware of, but just typed a bit too quickly).

Edited May 13, 2024 at 02:40 PM by Josh Martin

[Oezuwn]

Mr's. Martin & Katz,  Literally, the only thing in our docs that speaks to our topic, is what I’ve already quoted.  If you think those 2 quotes from our docs, are irrelevant, well, that’s all that’s there.  Try running an association based on that.  

Now, this is taken from our old 1985 documents.  This association was open to the public to buy condos in 1985:

2.4 Vacancies and Removal  Except as to vacancies provided by removal of members of the Executive Board by the Unit Owners,  vacancies is the Executive Board occurring between annual meetings of the Unit Owners shall be filled by the majority vote of the remaining members of the Executive Board.  After the first Organizational Meeting as provided in section 2.1 (b) hereof, any member of the Executive Board may be removed by vote of seventy -five percent (75%) in interest of the Unit Owners at a special meeting of the Unit Owners called for that purpose. The vacancy so created in the Executive Board shall be filled at the meeting by a vote of the majority in interest of the Unit Owners.  Until the First Organizational Meeting, any member of the Executive board may be removed by the Developer, other than those elected by Unit Owners. 

2.5   “Term”   The term of service of each member of the Executive board shall extend until the next annual meeting of the Unit Owners and thereafter until such member is removed in the manner provided in Section 2.4 hereof.

Frustrated?  Me, too.  Consider this:  We know that the association owners vote & elect some other owner who wants to run for the Board (not a specific position on the Board).  Once elected onto the Board, it is from amongst the 5 Board members, that they debate & vote for a position on the Board.  Now, I haven’t found any further language in the reverse, so to speak: when a Board member (in this case, the President) is behaving, on occasion, unlawfully & unethically according to our doc By-Laws, then one can assume that it is from that same body, the Board, that the President can be 'un-voted’ as the President but remain on the Board. The option of a special meeting of the owners to meet & vote, is only to remove the President, entirely, from the Board.  That Special Meeting does not offer the owners an option of removing the President from her position as President & changing her Board position.

Therefore, the only people that are left to remove the President from that position, to another Board position, are the Board members, themselves.  I’ve searched our docs.  There is literally nothing describing that process from within the Board.  So, what’s been happening for many years, in this type of process, is someone on the Board makes a motion to remove the President (in this case). The motion is seconded.  They may discuss that topic at the time & then a vote within the Board, is taken.  Majority rules (say, 3 to 2, to remove) & the President is removed to another Board position.  I can’t find anything in our docs that describes the process that I’ve just stated-nothing!

As with other rules in our docs, people just figure it out as situations unfold over the years & never get around to officially, writing (amending) remedies to problems/issues, into our docs.  I’ve called this kind of loosey-goosey  ‘governing’ a 'traditional process’.  It’s awful but I think that’s what has occurred over the years & that’s what has happened, here.  I have no other explanation.

[Josh Martin]

On 5/13/2024 at 9:33 AM, Oezuwn said:

Literally, the only thing in our docs that speaks to our topic, is what I’ve already quoted.  If you think those 2 quotes from our docs, are irrelevant, well, that’s all that’s there.

They are irrelevant.

On 5/13/2024 at 9:33 AM, Oezuwn said:

We know that the association owners vote & elect some other owner who wants to run for the Board (not a specific position on the Board).  Once elected onto the Board, it is from amongst the 5 Board members, that they debate & vote for a position on the Board.

But how do you know this? Where do your bylaws say that?

If you can't find that, your organization may have much bigger problems than the current situation. It may be that what you "know" on this subject is false, and the association should be electing officers directly.

Again, as much as it pains me to do this, I would ask you to copy/paste your bylaws in their entirety, or at the minimum, the articles of the bylaws pertaining to the board and officers.

Edited May 13, 2024 at 02:42 PM by Josh Martin