Every now and then, the need to remove an HOA board member will arise. When that happens, homeowners must know what to do and what requirements to meet. Failure to follow proper procedures can render the removal void, further complicating the situation.
Can Homeowners Remove an HOA Board Member?
Every HOA community is led by a volunteer homeowners’ board. Board members must fulfill various roles and responsibilities, and always put the association’s best interests first. If a board member is no longer effective or fails to serve the community, homeowners may remove that member.
Can an HOA remove a board member? In a word, yes. An HOA can remove a board member, but it must follow all requirements and due process. Depending on state laws and the association’s governing documents, there may also be a voting threshold that homeowners must meet.
That said, removal should not be the first course of action. Depending on the offense, it is best to attempt to resolve the issue before resorting to more extreme measures. If the board member is lagging behind in their duties, a simple conversation may be enough to address the problem and prompt change.
There are also alternatives to removing an HOA board member. The board can strip them of their responsibilities or officer role. Another option is to ask them to resign, which would eliminate the need for a lengthy removal process. If it can wait, owners can also wait until the board member’s term expires before replacing them with a new leader.
Grounds for Removal of HOA Officers
Removal doesn’t just come out of nowhere. Homeowners can grow dissatisfied with a board member for various reasons. Here are the most common grounds for the removal of an HOA board member.
1. Financial Mismanagement
Board members manage the association’s funds, so any whiff of impropriety can damage the HOA’s reputation and homeowners’ trust. If a board member is found misusing or stealing money from the association, they must be promptly removed. The same goes for board members who fail to provide transparent financial records.
Beyond removal, if the board member committed a financial crime, they must be reported to the proper authorities. The remaining board members should consult a lawyer for the next steps.
2. Breach of Fiduciary Duty
One of the most common reasons to remove an HOA board member is a breach of fiduciary duty. Board members have three fiduciary duties: the duty of care, the duty of loyalty, and the duty to act within the scope of their authority. Violating any of these is grounds for removal.
Furthermore, board members must never act in their own self-interest. If there is a conflict of interest, they must disclose it and recuse themselves from the discussion and the succeeding vote.
3. Violation of Governing Documents
Board members are responsible for upholding the governing documents. If a board member consistently ignores the CC&Rs and bylaws, homeowners may call for removal.
4. Neglect of Duties
Homeowners may wish to remove an HOA board member if they constantly neglect their duties. Common examples include frequently skipping board meetings, exhibiting incompetence when fulfilling responsibilities, and disregarding their duties.
5. HOA Board Member Abuse of Power
Board members wield authority within an association, but they must exercise it with care and professionalism. If a board member abuses their power, such as bullying homeowners or discriminatorily enforcing rules, homeowners may push for the board member’s removal.
6. Aggressive or Obstructive Behavior
Board members must work together for the good of the community. If a board member is uncooperative or intentionally obstructs business, it puts the association at risk of delays and mismanagement. The HOA must promptly address them by stripping them of their responsibilities or, if more extreme, removing them from the board altogether.
7. Loss of Good Standing
Board members are the leaders of the community, so they should set a good example. In some associations, a board member who becomes delinquent in dues or violates the association’s rules may no longer be eligible to serve.
How to Remove a Board Member from an HOA
Many communities don’t know the first thing about board member removal. Certain steps and requirements must be followed. Removing a condo board member adheres to the same process.
1. Check Requirements for Removal
First, homeowners should check state laws and their governing documents. These should specify the requirements and procedures for removing an HOA board member.
In Virginia, Section 13.1-860 of the Nonstock Corporation Act, which applies to most associations, states that members may remove a board member with or without cause. The exception is if the articles of incorporation require a cause.
2. Identify Grounds
Homeowners must document the reason/s why removal is necessary. The board member may have breached their fiduciary duty, failed to perform their duties, or violated the governing documents. Whatever the cause, it is important to put it in writing.
3. Gather Support and Petition
To remove an HOA board member, it is essential to collect signatures from homeowners. This petition initiates the formal removal process by calling for a special meeting. It pushes board members to act.
4. Call a Special Meeting
Most associations are required to hold a special meeting to remove a board member. In Virginia, Section 13.1-860 states that a board member may only be removed at a meeting with the express purpose of removing them. The meeting notice must state this purpose.
The board member being considered for removal must also receive notice. They must understand the reason behind the petition and know when the vote is taking place.
5. Hold the Vote
At the meeting, homeowners will then vote on removing the board member. According to Section 13.1-860, a majority vote is required in Virginia to successfully oust a director. It will ultimately depend on state laws and the governing documents.
6. Find a Replacement
The process does not end after removing the board member. The association must then proceed to fill the vacant seat. In most cases, the board can appoint someone or hold a special election. That person will then serve the remainder of the term.
7. Document Everything
Finally, it is important to document all steps, including the petition, the meeting, and the final vote. The minutes must reflect these. Documentation serves as a guide for future board members and protects the association from liability.
Removing an HOA Board Member vs Officer
Not all board members are officers, i.e., they do not fulfill specific roles such as President, Vice President, Treasurer, or Secretary. Officers can generally be removed by their fellow board members, but only in the sense of stripping away their officer title. They can still remain on the board as directors. To remove a board member or director, a membership vote is typically necessary.
A Helping Hand
Homeowners must follow the proper procedures to remove an HOA board member. This ensures that all requirements are fulfilled, avoiding invalidation. When in doubt, it is best to seek legal counsel or hire an HOA management company for assistance.
National Realty Partners is a leading provider of HOA management services in Virginia. We can help your board manage and enforce the rules. Call us today at 703-435-3800 or request a proposal online!
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