Substitute Board Members
QUESTION: Due to the rash of selling in Northern Virginia, all of our Board sold their homes in the summer. The managing agent sent notice for a meeting during that meeting two people volunteered to help until the Annual meeting. However, the annual meeting was not held and the volunteer group asked for more volunteers and as a 'Board' approved a large increase in fees. We have been complaining that the Board was not elected and that we need to have a formal election process. The managing agent and the Board are ignoring our complaints. Can we petition to remove the "Board?"
ANSWER: It would appear that the volunteers were actually appointed as substitute Board Members and, in such a case, the documents usually provide that the individuals appointed will serve as Board Members through the expiration of the term of the Board Member they are replacing or until the next Annual Meeting of the members. This is entirely a document driven issue and the question of whether or not they are validly appointed, whether or not they had the authority to make an increase in dues and whether the Board may be removed is a question that resides within the Declaration and Bylaws for your particular Association. I would also suggest that when reading the documents to determine whether there is a provision for appointment of successor board members and removal of board members (which are most likely found in the Bylaws), that you also look at the provisions in the Bylaws relating to Special Meetings and what is required in order for individual members to be able to force a meeting of the members.
Good luck.
Jeanne S. Lauer, Esquire