Your board has received a board removal petition… What should you do next?
The procedure to remove a single board member or multiple board members from the board is outlined in A.R.S. 33–1813 (for planned communities) or A.R.S. 33–1243 (for condominiums).
It is important to note that this procedure does not apply to board members appointed by the developer and supersedes (or trumps) any other provisions in the association’s documents pertaining to removal of board members.
Here’s a quick overview of the board removal process:
Step 1: Determine if the removal petition is valid:
All signatures on the removal petition should be carefully checked by the association’s attorney or management company to make sure that the signature is from a record owner and that only 1 owner per lot has signed the petition. Also, the association’s documents should be checked by the association’s legal counsel to determine which owners are actually eligible to sign the petition (owners who are delinquent in payment of assessments potentially may not be counted on the petition depending on what your association’s documents state).
For associations with 1,000 or fewer members: A petition must be presented to the board for removal of a director that is signed by the number of persons who are eligible to cast at least 25% of the votes in the association or one hundred votes in the association, whichever is less.
For associations with over 1,000 members: A petition must be presented to the board for removal of a director that is signed by the number of persons who are eligible to cast at least 10% of the votes in the association or one thousand votes in the association, whichever is less.
If the petition is NOT valid, we suggest that the association’s attorney draft a letter to the members to explain why the submitted removal petition was invalid. Since a removal petition often indicates some level of dissatisfaction within your association, it is also a good idea for the board to increase communication efforts with the association members and answer questions. If the petition is valid, go to the next section below.
Step 2: If valid, notice and conduct a special meeting of the membership:
If the removal petition is valid, a special meeting of the membership must be called, noticed and held within 30 days after receipt of the petition for removal. This is a very short time frame for a board to find a location for the removal meeting and prepare/mail a notice of special meeting and removal absentee ballot. To add to this burden, under Arizona law, members/owners must also receive notice of this special removal meeting at least ten days in advance of the removal meeting date. A quorum for the board removal meeting is met if the number of owners who are eligible to vote equal to at least 20% of the votes, or one thousand votes, whichever is less, are present at the meeting in person or as otherwise permitted by law. Once a quorum is established, and the removal meeting ballots are tabulated, a member of the board can be removed from office with or without cause by a majority vote of the members eligible to vote.
The board must retain documents related to proposed removal for at least one year after the special meeting and shall permit inspection of these records by members;
It is important to note that a petition for removal of the same member of the board cannot be submitted more than once during each term of office for that member.
Step 3: Replacement of a board position if any board members are removed:
On removal of at least one, but fewer than a majority of the members of the board of directors the vacancies shall be filled as provided in the association’s documents. On removal of a majority of the members of the board of directors at a special meeting of the membership, or if the association documents do not provide a method for filling board vacancies, the association shall hold an election for the replacement of the removed directors at a separate meeting of the members of the association that is held not later than thirty days after the meeting at which the members of the board of directors were removed.
A member of the board of directors who is removed pursuant to this subsection is not eligible to serve on the board of directors again until after the expiration of the removed board member’s term of office, unless the association’s documents specifically provide for a longer period of ineligibility.
We are here to help!!! If your board receives a board removal petition, please contact Beth Mulcahy, Esq. at bmulcahy@mulcahylawfirm.com to assist your association navigate this complicated board removal process.
