The bylaws (note that it's one word; not "by-laws" or "by laws") of many homeowners associations and condominum associations often contain a provision stating that the board of directors "shall have the power to remove any board member who misses 3 or more consecutive board meetings", or words to that effect. This is a very common provision which appears in almost every HOA’s bylaws, although at least in North Carolina such a provision is not required by law. What is the board to do with such a provision?
While a board certainly does not want to encourage its members to skip meetings, these provisions are almost always permissive, not mandatory – they allow the board to remove a director who misses too many meetings, but do not require the board to do so. Check your own homeowners association's bylaws to be sure, but "powers" of the board are things it may do if it wishes, but is not required to do.
Contrast these powers with what is often the next section of many association bylaws, which provides a list of "duties" which the board is required to undertake. Duties are things the board members must ensure are reasonably accomplished on a regular basis in order to fulfill their fiduciary duties, and those of the board as a whole.
Bottom line, provided that removal of a board member who misses too many meetings is only listed in your bylaws as a "power" and not a "duty", the board of directors is not required to remove a director who misses too many meetings, but it does have the power to do so, and should definitely strongly consider doing so if there is a director with repeated attendance issues. Boards should at the very least discuss the matter with the problem director and make sure there is a clear expectation in place of regular attendance, or else encourage the director to step down in favor of someone with more time to devote.
What about other behavior problems with board members, like sharing internal board discussions throughout the neighborhood, failing to keep legal or collection matters confidential, or refusing to abide by a properly-made board decision? For that you need a separate ethics and confidentiality policy which ties in with your bylaws to allow disciplinary action to be taken. But that is a subject for another blog post! In the meantime, if we can be of assistance to your North Carolina or South Carolina homeowners association, property owners association, or condominium association, drop us a line at info[at]moretzlaw.com or visit us online at www.moretzlaw.com and www.HOAninjas.com. Thanks for reading the NC HOA Law Blog!
