Q&A: How to Remove a Board Member

Q. If someone wants to get a board member off the board, how do they go about it, and what percentage of the shareholders do they need?  

                          —What’s the Procedure?

A.  “The question is a good question, and the answer may be different from state to state and may be different between a condominium and a HOA,” says attorney Marshall N. Dickler of Dickler, Kahn, Slowikowski & Zavell, Ltd., which has offices in Arlington Heights and Chicago. “In Illinois, the Condominium Property Act (CPA), at 18(a)(4) provides that: “The bylaws shall provide for at least the following:----(4) the method of removal from office of members of the board.” Based upon this provision, the first place to look is the association bylaws. Typically, if a provision for removal of board members is included, it will provide for removal of a board member by 2/3 of the members voting at a meeting of the members, duly called for that purpose.  Sometimes it will be 2/3 of the total membership. Sometimes the bylaws are silent. In that case, we refer to the Illinois Not For Profit Corporation Act (NFPCA) which, by specific incorporation into the Condominium Property Act applies. The NFPCA at 108.35(c)(1,2,3) applies and controls. It specifies removal by 2/3 of those present and voting in person or by proxy. Note if there is cumulative voting it gets complicated if you remove less than all. Also, the notice of meeting must specify the purpose of voting to remove, and specify each person by name. It should also specify voting for their replacement if they are removed so that you can vote for replacements at that meeting. To avoid the cumulative issues, we always suggest removing the entire board, as that is a much more straightforward process. If there are some directors you want to keep, just nominate them and vote them back on. The removal does not prevent them from running again or being on the board.”

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