Homeowners Association (HOA) board members play a pivotal role in maintaining the integrity, financial health, and overall well-being of their communities. Entrusted with responsibilities ranging from enforcing community rules to managing budgets and overseeing maintenance, these individuals are generally expected to act in the best interests of the association and its members.
However, situations may arise where a board member is perceived to be underperforming, acting unethically, or making decisions that conflict with the community's best interests.
In such cases, homeowners might consider the option to remove an HOA board member. It's important to approach this process with a clear understanding of the applicable legal framework to help avoid potential liabilities, HOA disputes, and disruption to community governance.

Understanding The Legal Framework For HOA Board Member Removal

Consult Governing Documents of the HOA

Before initiating any removal process, it's essential to review the HOA's governing documents, including the Bylaws, Articles of Incorporation, and Covenants, Conditions, and Restrictions (CC&Rs). These documents often outline procedures for HOA board removal, including any notice requirements, voting thresholds, and meeting rules that may apply.
For instance, some bylaws may address director attendance expectations or standards of conduct. Understanding these provisions is an important step in evaluating how a removal vote may be handled in a particular association.

Familiarize with the Davis-Stirling Act

The Davis-Stirling Common Interest Development Act is the primary body of law governing common interest developments in California. While the authority to remove directors is generally addressed in the California Corporations Code, the Davis-Stirling Act contains detailed procedural requirements for association elections (including many director election and recall processes).
Under California Corporations Code § 7222, members of many incorporated California HOAs have the right to remove directors with or without cause, provided specific procedures are followed. For example, in associations with fewer than 50 members, removal may require approval by a majority of all members. In larger associations, removal is often approved by a majority of the votes represented and voting at a meeting where a quorum is present.
It's also important to note that certain provisions, such as cumulative voting (if applicable), can affect the removal process. In cumulative voting scenarios, a director generally may not be removed if the number of votes cast against removal would be sufficient to elect the director under cumulative voting rules.

Identify Grounds For Board Member Removal

While California law may allow for the removal of board members without cause, members sometimes discuss reasons for removal to help inform community decision-making. Common concerns may include:
Failure to Fulfill Responsibilities: Consistent absenteeism from meetings, neglecting assigned duties, or failing to participate in board decisions can be concerns raised by members. Such issues may affect the board's effectiveness and the community.
Breach of Fiduciary Duty: Board members generally owe fiduciary duties to the association. Allegations such as misuse of association funds or self-interested decision-making are sometimes cited by members in support of a recall.
Conflict of Interest: Participating in decisions where personal interests conflict with those of the HOA, without appropriate disclosure and compliance with applicable requirements, can undermine trust and may be raised as a concern.
Unethical Behavior: Allegations of harassment, discrimination, or other misconduct can expose the HOA to risk and may lead members to consider a recall.

Initiate A Recall Election Process

If the decision is made to proceed with removal, the following steps are typically involved:
Collect Signatures for a Petition: Members may be able to initiate a recall by petitioning for a special membership meeting. In many incorporated HOAs, California Corporations Code § 7510(e) allows members holding at least 5% of the voting power to call a special meeting unless the bylaws provide otherwise. It's important to confirm what the governing documents and applicable law require for a valid request. Before initiating a recall, it can also be helpful to understand related enforcement procedures, such as receiving a violation notice from your HOA.
Conducting a Vote to Remove a Board Member: If a special meeting is properly called (or if the recall is otherwise properly placed before the membership), the association generally must provide the notices required by the governing documents and applicable law, and the meeting must satisfy quorum requirements. In California HOAs, director removal votes commonly must follow the Davis-Stirling election procedures, which typically require a secret ballot and other safeguards.

Importance of Engaging Legal Advice

Because California HOA director removal can involve both the association's governing documents and multiple statutes, consulting an experienced California HOA attorney may help an association or its members better understand the procedural requirements and potential risks. Counsel can assist with interpreting governing documents and explaining applicable state law requirements in connection with dispute resolution.

Explore Alternative Measures

Offer a Resignation Option

Before initiating formal removal procedures, consider engaging in a constructive dialogue with the board member in question. A voluntary resignation can be a less contentious and more expedient solution in some situations.
According to California Corporations Code § 7224(c), a director may resign at any time by giving written notice to the board, which becomes effective upon delivery unless specified otherwise.

Wait for Term Limit Expiration

If immediate removal isn't feasible, waiting for the board member's term to expire may be a practical alternative. California law does not impose mandatory term limits for HOA board members; however, associations can establish term limits within their governing documents.

Importance Of Engaging Legal Advice

Navigating California HOA board removal requires careful attention to the association's documents and applicable statutes. Consulting legal counsel may be helpful to confirm procedural requirements, evaluate timing and notice issues, and reduce the likelihood of disputes over the validity of the process.

Potential Legal Consequences Of Improper Removal

An improper director removal process can lead to disputes, including claims that the vote or meeting was invalid, and may result in court involvement in some circumstances. California law also allows courts to remove directors in certain cases (for example, based on specified misconduct), but those remedies are fact-specific and depend on meeting statutory requirements. Following applicable procedures can help reduce the risk of these outcomes.

Understanding The Roles And Duties Of HOA Board Members

HOA board members are entrusted with the responsibility of managing the association's affairs. Their duties commonly include:
Fiduciary Duty: Acting in good faith and in the best interests of the association.
Duty of Care: Making informed decisions with due diligence.
Duty of Loyalty: Avoiding conflicts of interest and self-dealing.
Duty to Act Within the Scope of Authority: Operating within the bounds of the association's governing documents and applicable laws.
Understanding these roles and duties is essential for maintaining effective governance and community trust.

Fostering Community Alignment To Prevent Conflicts

Promoting open communication and community involvement can help reduce conflicts that lead to board member removal. Strategies include:
Regular Communication: Keeping homeowners informed through newsletters, meetings, and digital platforms.
Community Engagement: Organizing events and forums to encourage participation and feedback.
Transparent Decision-Making: Encouraging clear documentation of board decisions and providing appropriate opportunities for member input.
By fostering a collaborative environment, associations can build trust and reduce the likelihood of disputes.

Partner With LS Carlson Law For HOA Board Member Removal

Navigating the procedures for California HOA board removal can require careful attention to an association's governing documents and the applicable statutes, including the California Corporations Code and the Davis-Stirling Act election requirements. This article is provided for general educational information and is not legal advice.