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Disputes, removal, and recordsLesson 21 of 24

Academy/Elections

Recall elections

Removing a director before their term ends, and why it is not the same thing as declining to reelect one.

A recall election is a member-initiated vote to remove a sitting director before their term ends. In states with a detailed election statute, it is not a separate legal procedure, it is legally the same secret-ballot event used to elect a director. What starts it (usually a member petition) and the vote threshold to succeed both vary by state and by your bylaws, so check both before assuming a number.

01

A recall is not the same as skipping reelection

Choosing not to renominate a director when their term expires is ordinary business. A recall is different: it is members forcing a director out mid-term, before the seat would otherwise come up for a vote. California's statute treats this as squarely the same category of event as electing someone in the first place.

"elections regarding assessments legally requiring a vote, election and removal of directors, amendments to the governing documents, or the grant of exclusive use of common area"

Source: California Civil Code §5100, California Legislative Information

In a state without a comparable common-interest-development election statute, recall may run through a general nonprofit corporation law process instead, with its own petition and vote mechanics. Confirm which framework applies before telling members how it works.

02

Getting a recall onto the agenda

A recall usually starts with members petitioning for a special meeting, not with the board simply deciding to hold one. How many signatures that takes is set by state nonprofit corporation law or your own bylaws, and the figure ranges widely from state to state, so look it up rather than assume a percentage.

If your bylaws say nothing at all about removing a director and your parliamentary authority is Robert's Rules of Order, the default is stricter than a quick vote.

"the group must use formal disciplinary proceedings, which involve the appointment of an investigating committee, preferral of charges, and the conduct of a formal trial"

Source: Robert's Rules of Order Newly Revised, Frequently Asked Questions, Robert's Rules Association

If the bylaws do address removal, that written procedure controls instead, whether it calls for a two-thirds vote, a majority with advance notice, or a vote of the full membership.

03

The vote itself follows your ordinary election rules

Once a recall reaches a vote, it typically uses the same machinery as electing a director: secret ballot, an independent person handling and counting ballots, and a notice period beforehand. Nothing about "recall" as a label creates a separate ballot design or a separate counting process on top of what your state and bylaws already require for elections.

The vote threshold to actually remove a director without cause also varies. Some states scale it to the size of the membership; others leave it entirely to the bylaws. Check your state's nonprofit corporation law and your governing documents for the number that applies to your board.

Check yourself

Answer before you read the explanation, recalling it is what makes it stick.

A director has a fixed term, the bylaws say nothing about removing directors, and Robert's Rules of Order is the named parliamentary authority. What must the board do to remove that director mid-term?

A director's term ends in three months and the board simply plans not to renominate them. Is this a recall election?

Your state's nonprofit corporation law lets a percentage of members petition for a special meeting to consider recalling a director. Where should the board confirm that percentage?

Sources

Elections

Next, see how a board actually fills the seat a recall leaves open in Filling vacancies.

Whether recall is a distinct legal process or the same procedure as electing a director, the petition threshold to trigger a vote, and the vote threshold to remove someone without cause all vary by state and by your association's bylaws.