Real Estate Law
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I live in a Maryland Condominium. I recently discovered that our Council of Unit Owners Board of Director President is not a Unit Onwer, nor is she on the Deed, Title, Mortgage, or anything that would convey ownership rights. She is married the sole Unit Owner however, and lives on the property. Why no one checked their eligibility at the time of the election is beyond me. I checked our By-laws regarding qualifications of Board Officers and although the first two stipulations are clear, the third is confusing to me. It reads "Each officer shall be (iii) or an officer, director, partner, employee, or agent of a corporation, partnership, trust or other legal entity which, either alone or in combination wiith or as a partner of one of more other persons, is a Unit Owner." Does that section indicate that this person is qualified because their spouse is an Owner. If not, what should we do to remove them? I am concerned about the liabilities and validities of our Board may face if we do not have a valid Board member. Thank you.
Hi - my name is XXXXX XXXXX I'm a Real Estate litigation attorney. Thanks for your question. I'll be glad to assist.
The portion you've quoted: "or an officer, director, partner, employee, or agent of a corporation, partnership, trust or other legal entity which, either alone or in combination with or as a partner of one of more other persons, is a Unit Owner." is a VERY CONFUSING PHRASE.
The first reason it is confusing is because it appears to be making the point that someone associated with a legal entity (corp., LLC, S-Corp, Inc., etc.) could be considered a unit owner.
Then at the very end, it throws out the language that says "as partner of one or more other persons". The confusing thing about this is whether or not "partner" means a business partner or whether it means a spouse or significant other.
It appears that "partner" would mean a business partner, not a significant other/spouse because the entire section is discussing legal entities and the rights of agents, employees, members, etc. Thus, it's likely that this provision doesn't address a partner-spouse.
Thus, the first thing would be to get the board's interpretation of this provision, and if they claim it says that a member's spouse can be a board member, the only thing you could do to legally challenge the decision would be to file suit against the association and this board member for breaching the contract (bylaws) and ask a court to find that she's not eligible to be an officer due to the bylaws.
If the board will not act on this, then the only way to make the board follow the rule/have the rule interpreted is by going to court and asking a judge to do it and enter an order.
Yes. The language is extremely confusing. None of the Board memebers felt that the "partner" was in reference to a spousal or domestic relationship, but to a corporate or contractual entity.
We do not want this person to remain on the Board. This person has is not acting within the best interst of the Community.
How do you recommend we go about their removal. Our bylaws give us the option of removal via Resolution. I am not sure if they will voluntarily resign or if they will fight removal. What other options may we have or do you recommend without litigation?
If the board has this authority, then it can be done by vote; or if you can do this by resolution, then it could be handled that way.
The first option would likely be to approach the person informally, discuss the bylaws and the issue you see and ask her to step down. If she refuses, then you would need to get into the formal process to remove her.
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