“nuclear option”, or formation of an Executive
Committee (Corporations Code Sec. 7212)
that excludes the rogue director. It has the
power to include preventing the rogue Director
from participating in any of the business of
the association, including exclusion from
participating in executive sessions, discussing
and voting on association issues, and
participating in Board of Director meetings.
Waking up one morning, only to discover
that one of your fellow Board-members has
gone “rogue”, is definitely not a nice thing, and
it happens in HOAs nationwide more often than
you might expect. The proverbial “good news”
is that there are a host of remedies designed
to deal with bringing that Director back into
the brotherhood of good Directors. Make sure
you take the time to evaluate your options. Try
those you think might work best, and if all else
fails, consider taking legal action against the
offending Director, as part of your fiduciary
responsibility in protecting the association.
are more specific in electing to
remove just the one offending
Director.
The next option is to seek a
court order for removal, based
on the Corporations Code Sec.
7223, which allows the courts
to remove a recalcitrant,
or “rogue” Director, for
“fraudulent or dishonest acts
or gross abuse of authority or
discretion… or breach of any
duty.” Keep in mind that if a
rogue Director grossly abuses
their authority, or breaches any
duty owed to the Association or
its members, removal under
this code may be a very feasible
option.
Robert Riddick, CMCA,
is a Board-member of
Sunnymead Ranch PCA,
and a member of the
CAI-San Diego chapter
and GRIE-Chapter
Boards of Directors. He
also serves as CAI-GRIE
CLAC Delegate and is
also a Board-member of
the CAI Foundation for
Community Association
Research.
Simplifying property management
Pacific Western Bank
offers dedicated
teams to help you:
Increase profits
Simplify dues payments
Manage growth
Reduce fraud
Learn more
Susan Abubo, AVP, HOA Manager
760.432.1332 | [email protected]
900 Canterbury Place, Suite 202, Escondido, CA
And finally, the so-called
pacificwesternbank.com
/cai.sd
/in/caisandiego WWW.CAI-SD.ORG
|
13