By: Kristie Leff, Esq.
Sometimes board members act in a way that is contrary to the best interests of the association, or they may appear to be engaging in self-dealing, favoritism toward their friends, not showing up for board meetings, or not paying their monthly common fees or otherwise flouting expected behavior. The board or unit owners could try asking the board member to resign, but if that does not work, Connecticut law and most bylaws provide a mechanism whereby board members can be removed.
Section 47-261d of the Connecticut Common Interest Ownership Act sets forth the statutory procedure for removing board members. It allows board members elected by unit owners (not those appointed by the declarant during the period of declarant control) to be removed “with or without cause,” meaning there can be a multitude of reasons for removal, or no particular reason at all. According to this statute, the board member can be removed by the vote of a majority of the unit owners present at any unit owner meeting or vote by ballot pursuant to C.G.S. Section 47-252. There must be a quorum of unit owners present in person or by proxy. Also, the statute requires that the subject of removal must be listed in the notice of the unit owner meeting or vote by ballot.
As far as sending notice of the meeting for removal, the statute states that either the board president or a majority of board members can send notice of the meeting to remove the board member(s). However, what if the president or other board members oppose the removal, or are themselves the targets of the removal and refuse to send notice? In that case, Section 47-250(a)(1) provides a method by which unit owners can petition for a special meeting to remove the board member(s). This statute allows unit owners who comprise twenty percent of the voting percentage to request that the board secretary call the meeting. If the board secretary does not call the meeting within fifteen days, then the unit owners may call the meeting themselves by notifying the unit owners and listing the subject of removal on the meeting notice. Subpart (3) of Section 47-250(a) requires that, like all notices of unit owner meetings, the notice of the meeting contain the date, time and place of the meeting, the subject of the meeting, and the notice must be sent not less than 10 days nor more than 60 days before the meeting.
At the meeting, like at all meetings, unit owners are allowed a reasonable opportunity to comment on the issue of removal of the board member(s). In addition, there is a special statutory requirement contained in Section 47-261d(b) that requires that the board member(s) targeted for removal be given a reasonable opportunity to speak before the vote is taken. If the vote is taken by ballot without a meeting, the targeted board member(s) must be given the opportunity to deliver information to the unit owners.
If a majority of the unit owners present in person or by proxy vote in favor of removal, then the board members is considered immediately removed from the board.
It is important to keep in mind that the procedure for removal of board members contained in some associations’ bylaws may differ from the statutory procedure. It is critical that both the statutory and bylaw provisions are properly followed, otherwise the removal my not be effective. Our firm is here to assist with any questions about removal so that your community obtains a board that is representative of its wishes.