Can our board amend the bylaws to state that a director can be removed by the board?
In most cases, the answer is no. Pursuant to the Colorado Revised Nonprofit Corporations Act (CRS 7-128-108), any director elected by the members may only be removed by the members regardless of whether the bylaws provide otherwise. One exception to the above rule is a director elected/appointed by the board (i.e. to fill a vacancy). Such director may be removed by the remaining board members as long as the vacancy filled by that director was not a vacancy of a board member elected by the homeowners. If it is, only the owners can removed the director.
You additionally inquired whether the board can amend the bylaws to dictate how directors are removed. Again, the bylaws cannot be amended to allow directors to unilaterally remove other directors except as provided above. Furthermore, the Nonprofit Act requires that the number of votes needed to remove directors must be as high as the number of votes required to elect the directors.
If your community was created after July 1, 1992, the Colorado Common Interest Ownership Act requires (regardless of what your bylaws say) a vote of 67% of all owners present in person or by proxy at a meeting (where there is at least quorum present) to remove directors.
Based on the foregoing, there is very little a board can customize with respect to director removal. Therefore, if this is something your board is interested in doing, the association's legal counsel should be consulted.
Community Essentials - December 2006
You additionally inquired whether the board can amend the bylaws to dictate how directors are removed. Again, the bylaws cannot be amended to allow directors to unilaterally remove other directors except as provided above. Furthermore, the Nonprofit Act requires that the number of votes needed to remove directors must be as high as the number of votes required to elect the directors.
If your community was created after July 1, 1992, the Colorado Common Interest Ownership Act requires (regardless of what your bylaws say) a vote of 67% of all owners present in person or by proxy at a meeting (where there is at least quorum present) to remove directors.
Based on the foregoing, there is very little a board can customize with respect to director removal. Therefore, if this is something your board is interested in doing, the association's legal counsel should be consulted.
Community Essentials - December 2006
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