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Absentee owner as director

August 03, 2008|Stephen Glassman and Donie Vanitzian | Special to The Times

Question: There are 55 single-family homes in my homeowners association and I am the vice president of the five-member board of directors. Our board president moved out of state and her home is now a rental. She wants to continue on our board as president. She says she'll communicate by e-mail and conference calls. There is nothing in our covenants, conditions and restrictions (CC&Rs) or bylaws dealing with this issue. I'd like to convene a special meeting of the board and ask her to resign. Should we allow her to remain on the board but as a member at large?

Answer: To be lawfully convened, there must be a quorum of directors present at the board meeting. Under California Corporations Code Section 7222, any or all board directors may be removed without cause.

Your association's declaration of CC&Rs should contain the particulars under which a board director can be removed. Such documents will also indicate whether the position of member at large exists or can be created. The real issue is how informed a nonresident or absentee owner can be about the affairs of the association and its current needs.

Myriad case law provides that directors are required to attend board meetings in person. The one exception to physical presence at a board meeting allows directors to attend by use of a conference telephone or similar communications device provided that all members participating in the meeting can hear one another is found in Corporations Code Section 7211(a)(6). It's a good idea to have all directors agree to this method of conducting a meeting beforehand.

Homeowners also can call a special meeting for the removal of one or all of the members of the board of directors by following the procedures in Corporations Code Section 7510(e) and the association's governing documents. But as long as those governing documents do not exclude nonresident owners from serving on the board, this nonresident owner may continue to serve at the pleasure of a majority of the owners. Whether that type of leadership is conducive to good association operations is for the owners to decide.

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Send questions to P.O. Box 11843, Marina del Rey, CA 90295 or e-mail noexit@mindspring.com.

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