Fellow directors may remove a director from the board only under limited circumstances. A director’s seat can be declared vacant under the following circumstances.

Unqualified Director

By a majority vote of the directors, the board may declare the office of any director vacant if that director ceases to meet the qualifications in effect at the beginning of that director's term. (Corp. Code § 7221(b))

•  A Non-Member. A director who ceases to be a member, or who is not or is no longer lawfully appointed to represent a legal entity owning a separate interest, must be removed as unqualified to serve. (Civ. Code § 5105(b))
   
•  Delinquent Director. A director’s seat can be declared vacant if the director becomes delinquent in paying regular and special assessments and fails to enter into a payment plan to bring the assessments current. (Civ. Code § 5105(c)(1))
   
•  Co-Owner. A director can be removed if, after being elected, the director becomes a co-owner of a property in the development with another board member. (Civ. Code § 5105(c)(2)) The two directors can decide between themselves which one will remain on the board. If they cannot decide, the board can select one.
   
•  Owner Less Than 1 Year. A director who has been a member of the association for less than one year may be disqualified and removed. (Civ. Code § 5105(c)(3))
   
•  Criminal Conviction. Convicted felons are not automatically precluded from serving on boards. Even though Corporations Code § 7221(a) allows a board to declare vacant the seat of a director who is convicted of a felony, the Davis-Stirling Act, which is specific to homeowner associations, does not allow an association to disqualify a person from serving on the board of directors unless a past criminal conviction would prevent the association from purchasing or maintaining a fidelity bond. (Civ. Code § 5105(c)(4))

Missed Meetings

The Corporations Code allows removal of a director for missing meetings if the bylaws provide for it. (Corp. Code § 7221(a)) A common bylaw provision allows the board to remove a director who misses three consecutive regular meetings or four regular meetings in a 12-month period.

• Due Process. The vote to vacate a seat is not a disciplinary action — the board is not fining a director for violating a rule. Rather, it is declaring the seat vacant because the person is no longer qualified to be a director. Even so, the board should notify the director and hold a hearing in executive session to allow the director to cure the disqualification. If the director cannot or refuses to cure the disqualifying issue, the board can vote to vacate the seat.
   
• Removing an Appointed Director. Except for the circumstances described above, a board cannot remove a director it appointed to a vacant seat. An appointed director has the same powers and duties as other directors. An appointed director occupies a seat on the board, the same as if he/she had been elected. Accordingly, removing an appointed director follows the same process used to remove an elected director. 
   
• Replacement Directors. Once a seat has been vacated, the board may appoint a replacement unless the bylaws provide otherwise. If the membership removed a director, the membership elects a replacement, not the board.

Recall Elections

The membership can remove directors through "Recall Elections."

ASSISTANCE: Associations needing legal assistance can contact us. To stay current with community association issues, subscribe to the Davis-Stirling Newsletter.