How to Recall the Board of Directors of a Homeowners Association

Recalling the board of directors of a homeowners association starts with calling a Special Meeting of members to recall the board of directors.

Special meetings of members for any lawful purpose, including a recall of the board of directors of an association may be called as specified in the bylaws of the corporation.  In addition, Special Meetings of members may be called by 5% or more of the members.

Upon request in writing by means of a written petition to the Chairman of the Board, President, Vice-President, or Secretary by any person “other than the Board” entitled to call a Special Meeting of members, the officer, forthwith, must cause notice to be given to the members entitled to vote, that a Special Meeting will be held at a time established by the board, not less than 35 days nor more than 90 days after the receipt of the written request.  If the notice is not given within 20 days after receipt of the request, the persons entitled to call the Special Meeting may give notice of the Special Meeting to the members.

The notice to the members shall state the place, date and time of the Special Meeting, the general nature of the business to be transacted and that no other business may be transacted.  In addition, the notice shall include the names of members who are nominees for the position of Director at the time notice is provided to the members.  Notice of the Special Meeting must be given either personally or by mail.  A proxy may also be included with the notice to members.

A sample Notice of Special Meeting to Recall the Board of Directors has been provided along with a sample Proxy form. 

Any form of proxy or written ballot distributed to members of a corporation with 100 or more members shall afford an opportunity on the proxy or form of written ballot to specify a choice between written approval and disapproval of each matter to be acted upon.  This would include the opportunity for members to vote for or against each nominee for the position of director.  Failure to comply with the proxy rules for corporations with 100 or more members do not invalidate any corporate action taken but it may be the basis for challenging any proxy at a meeting and, the Superior Court of the County in which the corporation is located, may compel compliance therewith at the suit of any member.  In the absence of a quorum at a Special Meeting of members, the meeting may be adjourned from time-to-time by the vote of a majority of the votes represented either in person or by proxy, but no other business may be transacted. 

Unless the bylaws set forth other rules, in a corporation with fewer than 50 members, the removal of directors is approved by a majority of all members.  Approval of a majority of all members means approval by an affirmative vote of a majority of the votes entitled to be cast.  In a corporation with 50 or more members, such removal of directors is approved by the members represented in voting at a duly held Special Meeting at which a quorum is present.

The information provided herein is an outline only.  It is not a substitution for obtaining legal advice.  The information provided has been taken from the California Corporations Code starting at Section 7220.