> ## Content Index
> Fetch the complete content index at: https://www.smdp.com/llms.txt
> Use this file to discover other available public pages before exploring further.

# When your board goes too far
- URL: https://www.smdp.com/when-your-board-goes-too-far/
- Published: 2006-07-12T15:00:00.000Z
- Updated: 2026-10-23T18:53:25.000Z
- Author: Guest Author
- Tags: Opinion, Santa Monica, #archive-import

*By MICHAEL CHULAK*

QUESTION: The majority of homeowners in our association are outraged by the conduct of our board of directors. The next election won’t be held for another eight months. Our bylaws are silent on the subject of recalling the board. What can we do?

ANSWER: The California Corporations Code sets forth the procedure for recalling a board of directors. It involves calling for a special meeting, sending out proxies and then voting. An association attorney can assist you with the details.

QUESTION: What are the most common reasons that boards of directors of homeowner associations are recalled?

ANSWER: The most common reasons for recalls are: 1) The board violates or has violated the law. 2) The board has failed to operate within the business judgment rule (See Corp. Code Section 7231). 3) They fail to plan ahead, resulting in large special assessments. 4) Board members act in an autocratic, arrogant and secretive manner. 5) Deferred maintenance has been allowed, resulting in lower property values and the potential for special assessments. 6) They refuse to enforce the covenants, conditions and restrictions and/or rules. 7) The board refuses to permit members of the association to adequately address issues at board meetings. 8) They fail to treat all members equally. 9) The board misuses “executive session,” which means closed meetings. 10) The board’s collection policy is either too harsh or too lenient.

QUESTION: Our homeowner’s association has a management company that assists us with collections. Is it permissible for our management company to appear in small claims court on behalf of the association in collection matters? We are a non-profit corporation.

ANSWER: Yes. However, in accordance with section 116.540 of the California Corporations Code, a corporation may appear and participate in a small claims action only through a regular employee, or a duly appointed or elected officer or director who is employed, appointed, or elected for purposes other than solely representing the corporation in small claims court. Technically, a member of the association must represent the association while a representative of the management company may appear as a witness. Often, small claims court commissioners and judges ignore this rule, however, it would be unwise to count on it.

QUESTION: Our homeowner’s association board of directors serves as the architectural committee of the association. We recently submitted an application to the architectural committee before having our home painted. The color is not an approved color and therefore, the architectural committee rejected the application. Can they do this?

ANSWER: Yes.A board of directors may exercise its discretion and aesthetic judgment in deciding whether to approve or disapprove an application for an architectural change provided that its decision is made in good faith and is reasonable. In making such decisions, association boards have wide latitude.

*Originally published in the Santa Monica Daily Press print edition on July 12, 2006.* [Read the original PDF.](https://s3.us-east-1.amazonaws.com/smdp%5Fbackissues/071206.pdf?ref=smdp.com)