2.17 Removal of Board Members

• Jurisdiction: Arizona

§ 2.17 Removal of Board Members

There are times when the members of the planned community desire to remove the directors of the association. A.R.S. § 33-1813 states that, regardless of what is set forth in the declaration or bylaws of a planned community association, the unit owners, by a majority vote of members entitled to vote and voting on the matter at a meeting of the members called pursuant to A.R.S. § 33-1813 and at which a quorum is present, may remove any member of the board of directors with or without cause (other than a member of the board appointed by the declarant.) This provision, found in A.R.S. § 33-1813, is absolute by its terms.

In order to call a membership meeting to remove directors pursuant to A.R.S. § 33-1813 , the following rules apply:

1. If the association has 1,000 or fewer members, if a petition is signed calling for the removal of a member of the board of directors by 25% of the votes in the association or 100 votes, whichever is less, the board of directors must call and provide written notice of a special meeting of the association within 30 days after receipt of the petition.
2. If the association has more than 1,000 members, if a petition is signed calling for the removal of a member of the board of directors by 10% of the votes in the association or 1,000 votes, whichever is less, the board of directors must call and provide written notice of a special meeting of the association within 30 days after receipt of the petition.
3. A quorum is present at a removal meeting of the members held pursuant to A.R.S. § 33-1813 if the number of owners to whom at least 20% of the votes or 1,000 votes, whichever is less, are allocated is present at the meeting in person or as otherwise permitted by law.

If a lawsuit is filed regarding the removal of a director, the prevailing party will be awarded its reasonable attorneys’ fees and costs. ²⁶⁰ Any record created at the meeting must be kept for at least one year, and the board of directors must allow inspection of the documents by the members.

A member of the board can only be subjected to a removal petition once in each term. This implies that if a director is the target of a petition, but a quorum does not attend the membership meeting, that director cannot be removed pursuant to A.R.S. § 33-1813 . It is unclear whether a director can be subjected to one “up or down vote on removal” or “a director can only be subjected to one petition and the failure to achieve a quorum...