President Schultz and Members of the Board,

I am writing in response to your letter dated September 30, 2026, regarding my seat on the Blue Lake Springs Homeowners Association Board of Directors. While I remain fully committed to my duties as an elected Director and Assistant Treasurer, your notice contains several fundamental legal inaccuracies under the California Corporations Code, the Davis-Stirling Common Interest Development Act, and our Association's governing documents:

1. Statutory Elimination of the "Three Missed Meetings" Provision

Your letter cites a secondary legal summary claiming that California Corporations Code Section 7221(a) allows a board to declare a director's office vacant for missing three consecutive meetings. However, that reliance is based on obsolete statutory interpretation. Decades ago, the California Legislature amended Corporations Code Section 7221(a) (via AB 890) and explicitly deleted the specific language authorizing a board of directors to declare a seat vacant due to a director's failure to attend meetings.^[1] Under current California law, a board has no statutory authority under Section 7221(a) to remove a democratically elected director for missed meetings.^[2]

2. Unenforceability of Bylaw Section 5.13(ii)

Because the statutory authority to remove a director for missed meetings was excised from Section 7221(a), the legacy provision in BLSHA Bylaws Section 5.13(ii) conflicts directly with the California Nonprofit Mutual Benefit Corporation Law.^[3] Under Corporations Code Section 7151(b), bylaws must conform to state law. Furthermore, under Section 7222, directors elected by the membership can only be removed by a vote of the membership, unless they fail to satisfy a valid legal qualification or meet the narrow criteria specified in Section 7221(a) (such as a felony conviction or court declaration of unsound mind).^[4]

3. Attendance is Not a Valid Legal "Qualification"

Your letter also quotes commentary asserting that the Board is declaring the seat vacant because a director who misses meetings "is no longer qualified to be a director" under Corporations Code Section 7221(b).^[5] This position fails under two independent controls:

First, under BLSHA Bylaws Section 5.13 itself, a vacancy under Section 7221(b) applies solely to a director who ceases to meet a qualification explicitly established in Section 5.3 ("Qualification of Directors") that was in effect at the commencement of that director's term.^[6] Board meeting attendance is governed separately under Section 5.13, not Section 5.3.

Second, under the Davis-Stirling Act (California Civil Code Section 5105, enacted via SB 323), the Legislature strictly codified and limited permissible qualifications for HOA candidates and directors (such as association membership, current status on assessments, lack of certain criminal records, and avoiding simultaneous service with a joint owner).^[7] Meeting attendance is not a lawful candidate or director qualification under Civil Code Section 5105, and a board cannot bypass the membership's exclusive removal authority by recharacterizing attendance as a "qualification."

4. Improper Use of Executive Session Under the Open Meeting Act

Your letter schedules an Executive Session on October 17, 2026, for the purpose of holding a hearing and voting to remove an elected director. Under the Davis-Stirling Open Meeting Act (Civil Code Section 4935), the Board may only adjourn to or meet in executive session for five exclusive purposes: litigation, third-party contract formation matters, member discipline, personnel matters, or meeting with a member regarding assessment payment plans.^[8]

Your own notice explicitly concedes that "The vote to vacate a seat is not a disciplinary action." Additionally, an elected volunteer director is a corporate officer, not an employee ("personnel"). Because removing an elected director falls entirely outside the narrow statutory exceptions of Civil Code Section 4935, deliberating or voting on this matter in a closed executive session constitutes a clear violation of the Open Meeting Act.^[8]

5. Inaccurate Characterization of "Three Consecutive Meetings"

Even if Bylaw Section 5.13(ii) were somehow enforceable (which it is not), its text specifies absence from "three (3) consecutive meetings of the Board"—it does not restrict that count solely to "regular" meetings.^[9] Any special board meetings, executive sessions, or duly noticed committee meetings held between July 25, 2026, and September 26, 2026, at which I was present break the alleged chain of consecutive absences.

For the reasons detailed above, I decline the request to resign, and I formally object to any attempt by the Board to unlawfully declare my seat vacant in executive session on October 17, 2026. I remain fully committed to serving the Blue Lake Springs membership that elected me and will continue to fulfill my duties on the Board.