Removing an Officer or Director

Serving on a community association board can be a thankless job.  In addition to often being undervalued and underappreciated, on occasion, a board member is asked to resign.  But what if he or she is unwilling?  What is the process for removing an officer or director from serving for a community association?

The law in Oregon and Washington differs:

  • In Oregon, under both the Planned Community Act and Oregon Condominium Act, “unless otherwise provided in the declaration or bylaws,” a director can only be removed by vote of the association members. Before the vote to remove a director, owners must give the director whose removal has been proposed an opportunity to be heard at the meeting. Removal of a director by owners is effective only if the matter of removal was an item on the agenda and was stated in the notice of the meeting. Removal is accomplished by a majority of the owners who are present and entitled to vote. See ORS 94.640(6) (PCA); ORS 100.417(8) (OCA).
  • In Washington, under the Washington Condominium Act, “notwithstanding any provision of the declaration or bylaws to the contrary,” the unit owners, by a two-thirds vote of the voting power in the association present and entitled to vote at any meeting of the unit owners at which a quorum is present, may remove any member of the board of directors with or without cause.  See RCW 64.34.308(8).  Under the Homeowner Associations Act, only a “majority vote of the voting power in the association present,” is needed to remove a director with or without cause.  See RCW 64.38.025(5).

In most instances, a volunteer serves a dual role: board member and officer.  Under many association governing documents, an officer may be removed by a majority vote of the board of directors.  Therefore, an individual might be removed from their officer position by vote of the board, but retains their director position unless removed by a vote of the ownership.  Practically speaking, it could be problematic to have the volunteer removed as an officer, yet remain as a director.

The removal of a director or officer can also be acrimonious.  Boards should be careful about how they disseminate information that might be negative, even accusatory.  This is particularly true when it is the board that wishes to remove an officer or director. The board must consider the need to share relevant information with the owners with the desire to avoid mudslinging, potential legal actions and protecting confidential or sensitive information.  In such instances, it is usually best to consult with legal counsel.

Removal of an officer or director is rarely a seamless process.  But when done objectively and in strict compliance with the law, transition can occur with limited contention and emotion.

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