Q: Our HOA board of directors is attempting to pass a code of conduct document that conflicts with bylaws.
Our bylaws expressly state that a member of the board of directors may be removed by majority vote of the association. Our board of directors is attempting to pass a code of conduct that gives themselves the ability to remove another board member at their discretion based upon a perceived violation of this same code of conduct. They have also included a provision giving them the power to remove a board member for refusing to sign this same code of conduct. How do we stop this from happening, and what are the remedies available to a board member that they may vote to remove?
A: The trick is to read the bylaws and declarations, as well as any minutes and correspondence that might be relevant, and to create a game plan based on who the players are and what your rights are. For example, if the bylaws have rules about amending the bylaws, work towards enforcing those. Check actions against the Declarations, because the bylaws cannot reverse the Declarations unless the Declarations are amended and recorded in every single member property. Ultimately, it may be about delay and escalation to the annual homeowners' meeting by asserting things like quorum and other procedural issues. And, in the end, it might be time to overthrow the board after developing a following among the usually passive membership. Crafting the game plan based on a review of the bylaws is a start.
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